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Exhibit 10.15

EXECUTION VERSION

FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO COMPLETION GUARANTY

This FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO COMPLETION GUARANTY (this “ Agreement ”), dated as of OCTOBER 31, 2008, is by and among NOVA BIOFUELS SENECA, LLC, a Delaware limited liability company (“ Borrower ”), NOVA BIOSOURCE FUELS, INC, a Nevada Corporation (“ Guarantor ”), each of the Lenders party hereto, WESTLB AG, NEW YORK BRANCH, as administrative agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as collateral agent for the Senior Secured Parties, and STERLING BANK, a Texas banking corporation, as accounts bank.

PREAMBLE

WHEREAS , the Parties have entered into that certain Credit Agreement dated as of December 26, 2007 (as amended, the “ Credit Agreement ”);

WHEREAS , the Borrower, Nova Biosource Fuels, Inc. and WestLB AG New York Branch have entered into certain Completion Guaranty, dated February 22, 2008 (the “ Completion Guaranty ”);

WHEREAS , the Parties wish to amend certain of the terms in the Credit Agreement, as amended, and the Completion Guaranty;

WHEREAS , the Borrower has requested the waiver of any Default or Event of Default that might arise as a result of late payment of interest with respect to the October 31, 2008 Quarterly Payment Date; and

NOW, THEREFORE , in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

Unless otherwise expressly set forth herein, capitalized terms used in this Agreement shall have the meaning set forth in the Credit Agreement or the Completion Guaranty, as applicable.

2. AMENDMENTS TO THE CREDIT AGREEMENT

2.1 Section 3.01 ( Repayment of Construction Loan Fundings ) of the Credit Agreement is hereby amended as follows (new text in bold and underlined, and deleted text stricken out):

“ Repayment of Construction Loan Fundings . (a) The Borrower unconditionally and irrevocably promises to pay to the Administrative Agent for the ratable account of each Construction/Term Lender the aggregate outstanding principal amount of the Construction Loans in accordance with this Section 3.01 .

(b) The Construction Loans shall be repaid in full on the Conversion Date with the proceeds of the Term Loans or, if earlier, on the Conversion Date Certain in accordance with Section 3.01(d) .

(c) If the Conversion Date does not occur on or prior to the Initial Quarterly Payment Date, then, until the earlier to occur of the Conversion Date and the Conversion Date Certain, the Borrower unconditionally and irrevocably promises to pay to the Administrative Agent for the ratable account of each Construction Lender the aggregate outstanding principal amount of the Construction Loans, on the Initial Quarterly Payment Date and on each Quarterly Payment Date thereafter, in an amount equal to one and one-half percent (1.5%) of the aggregate total amount of the Construction Loans made on the Initial Quarterly Payment Date and on each Quarterly Payment Date thereafter ; provided , however , that the aggregate principal amount of the Construction Loans otherwise due and payable on October 31, 2008 shall be deferred and shall not be payable until November 30, 2008, whereupon it shall become due and payable to the Administrative Agent for the ratable account of each Construction Lender in addition to the aggregate principal amount of Construction Loans or Term Loans otherwise due and payable on such Quarterly Payment Date.

(d) If the Conversion Date

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