Exhibit
        10.10

       

    

     

    

    


    Non-Qualified
      Stock Option Agreement

    Issued
      to: _________________

    


     

    1.  Grant
      of Option.
      Xethanol Corporation (the “Company”)
      hereby
      grants, as of ____________,
      _______
      (“Date
      of Grant”),
      to
__________________
      (the
      “Optionee”)
      an
      option (the “Option”)
      to
      purchase up to _________
      shares
      (the
“Shares”)
      of the
      Company’s common stock, par value $.001 per share (the “Common
      Stock”),
      at an
      exercise price per share equal to $______
      (the
      “Exercise
      Price”).
      The
      Option has been granted on the terms and subject to the conditions set forth
      herein. The Option is being issued pursuant to the Company’s 2005 Incentive
      Compensation Plan (the “Plan”),
      which
      is incorporated herein by reference for all purposes. The Optionee hereby
      acknowledges receipt of a copy of the Plan and agrees to be bound by all of
      the
      terms and conditions hereof and thereof and all applicable laws and regulations.
      The Option is a Non-Qualified Stock Option, and not an Incentive Stock Option.
      The Option shall be subject to approval by the Company’s stockholders of an
      amendment to the Plan to increase the number of shares available for award
      thereunder. If the Company’s stockholders do not approve an amendment to the
      Plan sufficient to cover the Shares, the Option will be void to the extent
      (and
      only to the extent) that the number of shares available for award under the
      Plan
      is insufficient to cover the Shares in full, with the Shares to be treated
      pro
      rata with all other shares underlying options granted in excess of the number
      of
      shares available for award under the Plan.

     

    2.  Definitions.
      Unless
      otherwise provided herein, capitalized terms used herein and not otherwise
      defined herein shall have the meanings attributed thereto in the
      Plan.

     

    3.    
Exercise
      Schedule.
      Subject
      to the provisions of Sections 6 or 9 of this Agreement and of the Plan, the
      Option is exercisable in installments as provided below, which shall be
      cumulative. To the extent that the Option has become exercisable with respect
      to
      any Shares as provided below, the Option may thereafter be exercised by the
      Optionee, in whole or in part, at any time and from time to time prior to the
      expiration of the Option as provided herein. The following table indicates
      each
      date (each, a “Vesting
      Date”)
      upon
      which the Optionee shall be entitled to first exercise the Option with respect
      to the Shares indicated beside the date, provided that the Continuous Service
      of
      the Optionee continues through the applicable Vesting Date:

     

    
      	
              Number
                of Shares

            	
              Vesting
                Date

            
	 	 


    

    


    The
      Option shall vest incrementally on each Vesting Date and shall not
      proportionately or partially vest during the period prior to any Vesting Date
      except as otherwise specifically provided herein. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.   
Method
      of Exercise.
      

     

    (a) The
      vested portion of this Option shall be exercisable in whole or in part by
      written notice which shall state the election to exercise the Option and the
      number of Shares for which the Option is being exercised and, unless the
      issuance of the Shares upon the exercise of the Option has been registered
      under
      the Securities Act of 1933, as amended (the “Securities Act”), the written
      notice of exercise shall include such representations, warranties and agreements
      as the Company may reasonably require to the effect that the Shares are being
      purchased for investment only and without any present intention to sell or
      otherwise distribute such Shares and that such Shares will not be disposed
      of in
      transactions which, in the opinion of counsel to the Company, would violate
      the
      registration provisions of the Securities Act and the rules and regulations
      thereunder. The certificate issued to evidence such Shares shall bear
      appropriate legends summarizing these restrictions on the disposition thereof.
      Such written notice shall be signed by the Optionee and shall be delivered
      to
      the Company in the manner set forth in Section 14. 

     

    (b) The
      written notice shall be accompanied by payment of an amount equal to the product
      of (i) the Exercise Price multiplied by (ii) the number of Shares for which
      the
      Option is then being exercised, plus the amount of the withholding taxes
      estimated in accordance with Section 5 to be due upon the purchase of such
      number of Shares, unless the Committee shall have consented to the making of
      other arrangements with the Optionee. Payment of the Exercise Price for the
      Shares upon any exercise of the Option shall be by certified check or by the
      surrender of that number of whole shares of Common Stock with a Fair Market
      Value (as of the date of exercise) as shall equal the Exercise Price of the
      Option. 

     

    (c) Delivery
      of the notice of exercise shall constitute an irrevocable election to purchase
      the Shares specified in the notice, and the date on which the Company receives
      the notice accompanied by payment in full of the Exercise Price for the Shares
      covered by the notice and the applicable withholding taxes shall be the date
      as
      of which the Shares so purchased shall be deemed to have been
      issued.

     

    (d) Notwithstanding
      anything to the contrary herein, the Option shall not be exercisable if the
      Company, at any time and in its sole discretion, shall determine that (a) the
      listing, registration or qualification of any Shares otherwise deliverable
      upon
      such exercise, upon any securities exchange or under any state or Federal law,
      or (b) the consent or approval of any regulatory body, is necessary or desirable
      in connection with such exercise. In such event, such exercise shall be held
      in
      abeyance and shall not be effective unless and until such listing, registration,
      qualification or approval shall have been effected or obtained free of any
      conditions not acceptable to the Company.

     

    5.   
Withholding
      Taxes.

     

    (a) At
      the
      time of the exercise of all or any part of this Option, the Optionee shall
      pay
      to the Company (or otherwise make arrangements satisfactory to the Committee
      for
      the payment of) the amount of the Federal, state and local and foreign income
      and employment taxes required, in the Company’s sole judgment, to be collected
      or withheld with respect to the exercise of the Option. Such amount shall be
      paid to the Company in cash or by the surrender of that number of whole shares
      of Common Stock with a Fair Market Value (as of the date of exercise) as shall
      equal but not exceed the minimum statutory amounts required to be collected
      or
      withheld by the Company with respect to the exercise of the Option.

     

    
      
         

      

      
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    (b) At
      the
      time of any “disqualifying disposition” (as defined in Treas. Reg. Section
      1.421-2(b)) of the Shares acquired upon exercise of this Option, the Optionee
      shall pay to the Company (or otherwise make arrangements satisfactory to the
      Committee for the payment of the amount of the Federal, state and local and
      foreign income and employment taxes required, in the Company’s sole judgment, to
      be collected or withheld with respect to the disqualifying disposition of the
      Shares acquired upon exercise of the Option. Such amount shall be paid to the
      Company in cash or by the surrender of that number of whole shares of Common
      Stock with a Fair Market Value (as of the date of exercise) as shall equal
      but
      not exceed the minimum statutory amounts required to be collected or withheld
      by
      the Company with respect to the exercise of the Option.

     

    6.   
Termination
      of Option.

     

    (a) Any
      unexercised portion of the Option shall automatically and without notice
      terminate and become null and void at the time of the earliest to occur of
      the
      following:

     

    (i) the
      fifth
      (5th) anniversary of the date as of which the Option is granted [Insert: “the
      tenth (10th) anniversary” if this Option is being granted for service as a
      director] for any reason other than (A) by the Company for Cause or (B) by
      reason of the Optionee’s Disability or death; or

     

    (ii) immediately
      upon the termination of the Optionee’s Continuous Service with the Company for
      Cause; or

     

    (iii) twelve
      months after the date on which the Optionee’s Continuous Service with the
      Company is terminated by reason of a Disability; or

     

    (iv) twelve
      months after the date of termination of the Optionee’s Continuous Service with
      the Company by reason of the Optionee’s death (or, if later, three months after
      the date on which the Optionee shall die if such death shall occur during the
      one-year period specified in paragraph (iii) of this Section 6); or


     

    (b) To
      the
      extent not previously exercised, (i) the Option shall terminate immediately
      in
      the event of (1) the liquidation or dissolution of the Company, or (2) any
      reorganization, merger, consolidation or other form of corporate transaction
      in
      which the Company does not survive or the outstanding shares of Common Stock
      are
      converted into or exchanged for securities issued by another entity, or an
      affiliate of such successor or acquiring entity, unless the successor or
      acquiring entity, or an affiliate of such successor or acquiring entity, assumes
      the Option or substitutes an equivalent option or right pursuant to Section
      10(c) of the Plan, and (ii) the Committee in its sole discretion may by written
      notice (“cancellation
      notice”)
      cancel, effective upon the consummation of any corporate transaction described
      in Subsection 8(b)(i) of the Plan in which the Company does survive, the Option
      (or portion thereof) that remains unexercised on such date. The Committee shall
      give written notice of any proposed transaction referred to in this Section
      6(b)
      a reasonable period of time prior to the closing date for such transaction
      (which notice may be given either before or after approval of such transaction),
      in order that the Optionee may have a reasonable period of time prior to the
      closing date of such transaction within which to exercise the Option if and
      to
      the extent that it then is exercisable (including any portion of the Option
      that
      may become exercisable upon the closing date of such transaction). The Optionee
      may condition his exercise of the Option upon the consummation of a transaction
      referred to in this Section 6(b).

     

    
      
         

      

      
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    7.   
Transferability.
      The
      Option granted hereby is not transferable otherwise than by will or under the
      applicable laws of descent and distribution, and during the lifetime of the
      Optionee the Option shall be exercisable only by the Optionee. To exercise
      the
      Option upon the Optionee’s death, the persons who acquire the right to exercise
      the Option must prove to the Committee’s satisfaction that they have duly
      acquired the Option and that they have paid (or have provided for payment of)
      any taxes, such as estate, transfer, inheritance or death taxes, payable with
      respect to the Option or to the Shares to which it relates. 

     

    8.   
No
      Rights of Stockholders.
      Neither
      the Optionee nor any personal representative (or beneficiary) shall be, or
      shall
      have any of the rights and privileges of, a stockholder of the Company with
      respect to any Shares issuable upon the exercise of the Option, in whole or
      in
      part, prior to the issuance thereof.

     

    9.   
Acceleration
      of Exercisability of Option. 

     

    This
      Option shall become immediately fully exercisable, prior to the Vesting Date
      as
      disclosed in Section 3 herein, in the event that:

     

    (a) Prior
      to
      the termination of the Option pursuant to Section 6 hereof, and during the
      Optionee’s Continuous Service, any transaction or series of transactions
      constituting a Change in Control is consummated.

     

    (b) The
      termination of the Optionee’s Continuous Service by the Company is without
      Cause.

     

    10.   
No
      Right to Continued Employment.
      Neither
      the Option nor this Agreement shall confer upon the Optionee any right to
      continued employment or service with the Company.

     

    11.   
Law
      Governing.
      This
      Agreement shall be governed in accordance with and governed by the internal
      laws
      of the State of Delaware. 

     

    12.   
Interpretation
      / Provisions of Plan Control.
      This
      Agreement is subject to all the terms, conditions, and provisions of the Plan,
      including, without limitation, the amendment provisions thereof, and to such
      rules, regulations and interpretations relating to the Plan adopted by the
      Committee as may be in effect from time to time. If and to the extent that
      this
      Agreement conflicts or is inconsistent with the terms, conditions and provisions
      of the Plan, the Plan shall control, and this Agreement shall be deemed to
      be
      modified accordingly. The Optionee accepts the Option subject to all the terms,
      conditions and provisions of the Plan and this Agreement.

     

    13.   
Notices.
      Any
      notice under this Agreement shall be in writing and shall be deemed to have
      been
      duly given when delivered personally or when deposited in the United States
      mail, registered, postage prepaid, and addressed in the case of the Company,
      to
      the Company’s Chief Financial Officer at 1185 Avenue of the Americas,
      20th
      Floor,
      New York, New York 10036, or if the Company should move its principal office,
      to
      such principal office, and, in the case of the Optionee, to the Optionee’s last
      permanent address as shown on the Company’s records, subject to the right of
      either party to designate some other addresses at any time hereafter in a notice
      satisfying the requirements of this Section. 

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the ____
      day
      of ____________
      _______.

     

     

    [Signatures
      on Following Page]

     

    


    
      
         

      

      
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    COMPANY:

    
      	 	 	 
	 	XETHANOL
              CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Gary
              Flicker
	 	Chief
              Financial Officer


    

     

     

    The
      Optionee acknowledges receipt of a copy of the Plan and represents that he
      or
      she has reviewed the Plan and this Option Agreement in their entirety, is
      familiar with and understands their terms, conditions and provisions, and hereby
      accepts this Option subject to all of the terms, conditions and provisions
      of
      the Plan and the Option Agreement. 

     

    


     

    
      	 	 	 
	Dated:
              ____________,
              _______ 	OPTIONEE:
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	 




     

       

     

    
      
         

      

      
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    SUBSCRIPTION
      FORM

     

    (To
      be
      executed only upon exercise of Option)

     

    


     

    
      	
            	To:	
              Xethanol
                Corporation

            


      	 	 	
              1185
                Ave. of the Americas, 20th
                Floor

              New
                York, New York 10036

            


    

     

     

    The
      undersigned, pursuant to the provisions set forth in the attached Option
      agreement, hereby irrevocably elects to purchase ________ shares of Xethanol
      Corporation Common Stock covered by such Option and herewith makes payment
      of
      $___________, representing the full purchase price for such shares at the price
      per share provided for in such Option.

     

     

         
      
        	Dated:
                ____________,
                _______  	 	Name:	 	 
	 	 	Signature:	 	 
	 	 	Address:
                	 	 
	 	 	 	 	 


      
  

     

         

     

    
      
         

      

      
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