Exhibit
          10.9

         

      

       

      

      


      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.
        A total
        of
        ______ of the Shares that may be obtained on exercise of the Option (the
        “Excess
        Shares”)
        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 Excess 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 Excess Shares in full, with the Excess 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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