AMENDMENT TO SEPARATION AGREEMENT
AMENDMENT
TO
This
Amendment to the Separation Agreement (the "Agreement") ") is made
effective as of the date the last of the parties executes this Agreement (the
"Effective Date") by and
among Xxxx X. Xxxxxxxxx and New Generation Biofuels Holdings,
Inc (the "Parties").
RECITALS
A. The Parties entered into a
Separation Agreement on October 9, 2010.
B. The
Parties have agreed to amend the Agreement as set forth herein.
AGREEMENT
Section 2(b)
is hereby amended to change the amount of the Cash Severance Payment
to a single lump sum of $70,000.
Section 2(c) (ii) is hereby amended to
change the number of shares from 232,026 to 251,715 per verification by the
Company's Controller.
Consulting Agreement.
Effective October 10, 2010 the Company will enter into an
agreement
with your company Prosperity
Capital Management, LLC to provide advisory and other transition services
to the Company’s new President and Chief Executive Officer as well as to the
Chief Financial Officer. The initial term of the agreement will be
from October 10 - November 30, 2010, and may be extended by mutual written
agreement of both parties. The consulting fee associated with the agreement will
be $60,000 paid in a single lump within 5 business days of the effective date of
the consulting agreement.
Except as
amended hereby, all other terms and conditions of the Agreement remain in full
force and effect.
Accepted
this 19th
day of October, 2010.
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Xxxx
X. Xxxx
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Chairman
of the Board
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Xxxx
X. Xxxxxxxxx
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