NEW GENERATION BIOFUELS HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES OR (2) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE.

Issue Date:   __________, 2009

THIS WARRANT IS TO CERTIFY THAT , (the “Purchaser”), is entitled to purchase from New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), ________ shares of the Company’s common stock, par value $.001 per share (the “ Common Stock ”), at the Exercise Price (as defined below).

Section 1. Certain Definitions.

As used in this Warrant, unless the context otherwise requires:

“ Exercise Price ” shall mean $1.00 per share, as adjusted from time to time pursuant to Section 3 hereof.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Warrant ” shall mean this Warrant and all additional or new warrants issued upon division or combination of, or in substitution for, this Warrant. All such additional or new warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares of Warrant Stock for which they may be exercised.

“ Warrantholder ” shall mean the Purchaser, as the initial holder of this Warrant, and its nominees, successors or assigns, including any subsequent holder of this Warrant to whom it has been legally transferred.

“ Warrant Stock ” shall mean the shares of the Company’s Common Stock purchasable by the holder of this Warrant upon the exercise of this Warrant.

Section 2. Exercise of Warrant.

(a) At any time after the six month anniversary of the Issue Date but prior to the fifth anniversary of the Issue Date (the “ Expiration Date ”), the Purchaser may at any time and from time to time exercise this Warrant, in whole or in part.

(b) (i) The Warrantholder shall exercise this Warrant by means of delivering to the Company at its office identified in Section 14 hereof (i) a written notice of exercise, including the number of shares of Warrant Stock to be delivered pursuant to such exercise, (ii) this Warrant and (iii) payment equal to the Exercise Price in accordance with Section 2(b)(ii) . In the event that any exercise shall not be for all shares of Warrant Stock purchasable hereunder, a new Warrant registered in the name of the Warrantholder, of like tenor to this Warrant and for the remaining shares of Warrant Stock purchasable hereunder, shall be delivered to the Warrantholder within ten (10) days after any such exercise. Such notice of exercise shall be in the Subscription Form set out at the end of this Warrant.

  (ii) The Warrantholder shall pay the Exercise Price to the Company either by cash, certified check to the order of the Company or wire transfer to an account specified by the Company.  At any time after the six month anniversary of the Issue Date, in addition to the method of payment set forth in the immediately preceding sentence and in lieu of any cash payment required thereby, this Warrant may also be exercised at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a certificate for the number of shares of Warrant Stock computed using the following formula:

X = Y (A-B)

A

Where    (X) =  the number of shares of Warrant Stock to be issued to the Warrantholder;

(Y) =  the number of shares of Warrant Stock issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise;

(A) =  the Market Price (as defined below); and

(B) =  the Exercise Price of this Warrant, as adjusted from time to time.

Solely for the purposes of this paragraph, Market Price shall be calculated as of the Trading Day (defined for this purpose as any day on which the equity securities markets are generally open for trading) immediately preceding the date which the subscription form attached hereto is deemed to have been sent to the Company pursuant to Section 14 hereof (such preceding date, the “ Valuation Date ”). As used herein, the phrase “ Market Price ” shall mean (i) if the Warrant Stock is listed or admitted for trading on a national securities exchange, an automated quotation system or the Over the Counter Bulletin Board, the last reported sale price per share of the Warrant Stock on the Valuation Date, or, in case no such reported sale takes place on such day or is reported, then the average of the last reported per share bid and ask prices for shares of the Warrant Stock on such date (or if such bid and ask prices are not available on such date, the most recent preceding date), in either case as officially reported by such securities exchange, quotation system or Bulletin Board on which the Common Stock is listed or admitted to trading, (ii) if not so listed or admitted for trading, the fair market value of a share of the Warrant Stock as determined by the Company’s board of directors in good faith, or (iii) if such exercise is in connection with a merger or consolidation of the Company in which the Company is not the survivor or in which the Warrant Stock is exchanged for cash or other securities or a sale of all or substantially all of the assets of the Company (collectively, a “ Sale ”), the implied price per share of the Warrant Stock resulting from such Sale.

(c) Upon exercise of this Warrant and delivery of the Subscription Form with proper payment relating thereto, the Company shall cause to be executed and delivered to the Warrantholder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Warrant Stock issuable upon such exercise.

(d) All shares of Warrant Stock issuable upon the exercise of this Warrant in accordance with the terms hereof will not be registered with the SEC and will not be transferable or resalable by any subscribers except as permitted pursuant to registration or exemption under the Securities Act.  Rule 144 provides that all non-affiliates who have held restricted securities of an SEC-reporting company for at least six months and have not had an affiliate relationship with the issuer during the preceding three months may sell their securities without restriction or limitation, other than that the issuer must be in compliance with the rule’s current public information requirements during the six months following satisfaction of the six-month holding period requirement.  It also provides that all non-affiliates who have held restricted shares of an SEC-reporting company for more than one year, may freely sell the securities without regard to any Rule 144 conditions.  The Company will undertake all reasonable efforts to comply with Rule 144’s current information requirement, including compliance with the filing and reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).

(e) The stock certificate or certificates for Warrant Stock to be delivered in accordance with this Section 2 shall be in such denominations as may be specified in said notice of exercise and shall be registered in the name of the Warrantholder or such other name or names as shall be designated in said notice. Such certificate or certificates shall be deemed to have been issued and the Warrantholder or any other person so designated to be named therein shall be deemed to have become the holder of record of such shares, including to the extent permitted by law the right to vote such shares or to consent or to receive notice as shareholders, as of the time said notice is delivered to the Company as aforesaid.

(f) The Company shall pay all expenses payable in connection with the preparation, issue and delivery of stock certificates under this Section 2 ; provided , however , that the Warrantholder shall be responsible for all transfer taxes resulting from the fact that any certificate issued in respect of Warrant Stock is not in the name of the Warrantholder.

(g) All shares of Warrant Stock issuable upon the exercise of this Warrant in accordance with the terms hereof shall be validly issued, fully paid and nonassessable, and free from all liens and other encumbrances thereon, other than liens or other encumbrances created by the Warrantholder or restrictions upon transfer under federal or state securities laws.

(h) In no event shall any fractional share of Warrant Stock of the Company be issued upon any exercise of this Warrant. If, upon any exercise of this Warrant, the Warrantholder would, except as provided in this paragraph, be entitled to receive a fractional share of Warrant Stock, then the Company shall deliver in cash to such holder an amount equal to such fractional interest.

Section 3. Adjustment of Exercise Price and Warrant Stock.

(a) If, at any time prior to the Expiration Date, the number of outstanding shares of Common Stock is (i) increased by a stock dividend payable in shares of Warrant Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive the benefits of such stock dividend, subdivision, split-up, or combination, the Exercise Price shall be adjusted to a new amount equal to the product of (A) the Exercise Price in effect on such record date, and (B) the quotient obtained by dividing (x) the number of shares of Warrant Stock into which this Warrant would be exercisable on such record date (without giving effect to the event referred to in the foregoing clause (i) or (ii)), by (y) the number of shares of Warrant Stock which would be outstanding immediately after the event referred to in the foregoing clause (i) or (ii), if this Warrant had been exercised immediately prior to such record date.

(b) Upon each adjustment of the Exercise Price as provided in Section 3(a) , the Warrantholder shall thereafter be entitled to subscribe for and purchase, at the Exercise Price resulting from such adjustment, the number of shares of Warrant Stock equal to the product of (i) the number of shares of Warrant Stock into which this Warrant would be exercisable prior to such adjustment and (ii) the quotient obtained by dividing (A) the Exercise Price existing prior to such adjustment by (B) the new Exercise Price resulting from such adjustment.

(c) If, at any time prior to 15 months after the Closing Date, the Company issues any Additional Warrants with an Additional Warrant Exercise Price or Options with an Option Exercise Price less than the Exercise Price of this Warrant on the date of and immediately prior to such issuance, then the Exercise Price of this Warrant shall be reduced, concurrently with the issuance of such Additional Warrants or Options, to the Additional Warrant Exercise Price at which such Additional Warrants have been issued or the Option Exercise Price at which such Options have been issued, as the case may be.

The following definitions shall apply to this section: