Exhibit
        10.16

    

     

    AMENDED
      AND RESTATED

    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (the “Agreement”)
      is
      made as of this 19th day of June, 2007 between Xethanol Corporation (the
“Company”)
      and
      Thomas Endres (the “Executive”)
      to
      amend and restate the employment agreement between them dated September 7,
      2006
      (the “Original
      Agreement”).

    


    WHEREAS,
      the parties hereto wish to amend and restate the Original Agreement to employ
      the Executive as the Company’s Chief Operating Officer and Executive Vice
      President and to set forth certain additional agreements between the Executive
      and the Company;

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and representations
      contained herein, the parties hereto agree as follows:

    


    1. Employment
      Period.

    


    The
      Company will employ the Executive, and the Executive will serve the Company,
      under the terms of this Agreement during a term of eighteen (18) months (the
      “Employment
      Period”)
      commencing as of September 7, 2006 (the “Commencement
      Date”)
      and
      ending on March 6, 2008 (the “Expiration
      Date”,
      and
      the period of time described in this Section 1 being the “Term”).

    


    2. Duties
      and Status.

    


    The
      Company hereby engages the Executive as the Chief Operating Officer and
      Executive Vice President, or in such other capacity as the Board of Directors
      of
      the Company shall determine, in its sole discretion, on the terms and conditions
      set forth in this Agreement. During the Employment Period, the Executive shall
      exercise such authority, perform such duties and functions and discharge such
      responsibilities as are reasonably associated with the Executive’s position,
      commensurate with the authority vested in the Executive by the Company’s
      President and Board of Directors and consistent with this Agreement and the
      Bylaws of the Company. During the Employment Period, the Executive shall devote
      his full business time, skill and efforts to the business of the Company.
      Notwithstanding the foregoing, the Executive may make and manage passive
      personal business investments of his choice and serve in any capacity with
      any
      civic, educational or charitable organization, or any trade association, without
      seeking or obtaining approval by the Board of Directors, provided such
      activities and service do not materially interfere or conflict with the
      performance of his duties hereunder. 

    


    3. Compensation
      and Benefits.

    


    (a)
       Salary.
      During
      the Employment Period, the Company shall pay to the Executive, as compensation
      for the performance of his duties and obligations under this Agreement, a base
      salary at the rate of $200,000 per annum, payable in arrears not less frequently
      than monthly and in accordance with the normal payroll practices of the Company.
      

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (b)
       Equity
      Participation.

    


    (i) Effective
      on the Commencement Date, the Company granted the Executive an option to acquire
      30,000 shares of its $.001 par value common stock at an exercise price of $3.62
      per share (the closing price per share of the Company’s common stock on the date
      of grant as reported by the American Stock Exchange) in consideration of his
      service as our Senior Vice President, Operations, and all shares vested on
      December 31, 2006. 

    


    On
      December 7, 2006, the Company granted an option to purchase 100,000 shares
      of
      the Company’s common stock to the Executive at an exercise price of $2.44 per
      share (the closing price per share of the Company’s common stock on the date of
      grant as reported by the American Stock Exchange) in consideration of his
      continued service as the Company’s Senior Vice President, Operations. A total of
      30,500 shares issuable on exercise of this option are subject to stockholder
      approval as described below. Such options shall vest on the earliest of: (a)
      December 7, 2007, if the Executive is then employed by the Company; (b) the
      date
      on which the Executive’s employment with the Company is terminated by the
      Company other than for “cause,” as such term is defined in Section 4.1(a); or
      (c) the date on which the Executive terminates his employment with the Company
      for “good reason” as such term is defined in Section 4.1(b). If the Executive’s
      employment with the Company is terminated before December 7, 2007 by the Company
      for “cause” or by the Executive without “good reason,” such option shall not
      vest.

    


    Effective
      on the date of this Agreement, the Company granted the Executive an additional
      option to acquire 50,000 shares of its $.001 par value common stock at an
      exercise price of $1.19 per share (the closing price per share of the Company’s
      common stock on the date of grant as reported by the American Stock Exchange).
      Such options shall vest on the earliest of: (a) June 19, 2008, if the Executive
      is then employed by the Company; (b) the date on which the Executive’s
      employment with the Company is terminated by the Company other than for “cause,”
as such term is defined in Section 4.1(a); or (c) the date on which the
      Executive terminates his employment with the Company for “good reason” as such
      term is defined in Section 4.1(b). If the Executive’s employment with the
      Company is terminated before June 19, 2008 by the Company for “cause” or by the
      Executive without “good reason,” such option shall not vest.

    


    All
      of
      the foregoing options have a 5-year term and shall otherwise be on the terms
      and
      subject to the conditions that are contained in the Company’s 2005 Incentive
      Compensation Plan (the “Plan”), provided that 30,500 shares of the option for
      100,000 shares and the option for 50,000 shares (these 80,500 shares being
      the
“Excess Shares”) were each granted subject to approval by the Company’s
      stockholders of an amendment to the Plan to increase the number of shares
      available for award thereunder. The Company currently contemplates that it
      will
      submit to its stockholders at the 2007 annual meeting of stockholders a proposal
      to amend the Plan to increase the number of shares available for award
      thereunder to cover the Excess Shares (as well as other options granted by
      the
      Company in excess of the 4,000,000 share limit specified in the Plan). If the
      stockholders do not approve that amendment, the options for the Excess Shares
      will be void and the Company’s compensation committee will consider alternative
      incentives for Mr. Endres. 

    


    
      
         

      

      
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    (ii) In
      addition to the options described in the foregoing clause (i), the Board of
      Directors in its sole discretion may determine to grant the Executive additional
      awards under the Plan and/or under any other stock option or equity based
      incentive compensation plan or arrangement adopted by the Company during the
      Employment Period for which the Company’s senior executives are eligible. The
      level of the Executive’s participation in any such plan or arrangement, if any,
      shall be determined by the Board of Directors in its sole discretion.


    


    (iii)
       To
      the
      greatest extent permissible in accordance with applicable IRS regulations,
      options to acquire the Company’s stock which may be granted to the Executive
      shall be in the form of qualified options. Any options which cannot be granted
      in the form of qualified options will be granted to the Executive as
      non-qualified options. 

    


    (c) Other
      Benefits.
      During
      the Employment Period, the Executive shall be entitled, at his option, to
      participate in all of the employee benefit plans, programs and arrangements
      of
      the Company in effect during the Employment Period which are generally available
      to senior executives of the Company. Such participation shall be subject to
      and
      on a basis consistent with the terms, conditions and overall administration
      of
      such plans, programs and arrangements. In addition, during the Employment
      Period, the Executive shall be entitled to fringe benefits and perquisites
      comparable to those of other senior executives of the Company. Such fringe
      benefits shall include, but not be limited to, four (4) weeks of vacation pay
      per year, to be used in accordance with the Company’s vacation pay policy for
      senior executives.

    


    (d) Business
      Expenses.
      During
      the Employment Period, the Company shall promptly reimburse the Executive for
      all appropriately documented, reasonable business expenses incurred by the
      Executive in the performance of his duties under this Agreement, in accordance
      with the Company’s policies as then in effect.

    


    4. Termination
      of Employment.

    


    (a) Termination
      for Cause.
      The
      Company may terminate the Executive’s employment hereunder for cause. For
      purposes of this Agreement and subject to the Executive’s opportunity to cure as
      provided in Section 4(c) hereof, the Company shall have “cause” to terminate the
      Executive’s employment hereunder if such termination shall be the result of the
      Executive’s:

    


    (i) willfully
      engaging in conduct which is materially injurious to the Company;

    


    (ii) willful
      fraud or material dishonesty in connection with his performance
      hereunder;

    


    (iii) deliberate
      or intentional failure to substantially perform his duties hereunder that
      results in material harm to the Company;

    


    
      
         

      

      
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    (iv) the
      conviction for, or plea of nolo contendere to a charge of, commission of a
      felony; or

    


    (v) the
      continuous and habitual failure by the Executive to substantially perform his
      duties under this Agreement.

    


    (b)
       Termination
      for Good Reason.
      The
      Executive shall have the right at any time to terminate his employment with
      the
      Company for “good reason.” For purposes of this Agreement and subject to the
      Company’s opportunity to cure as provided in Section 4(c) hereof, the Executive
      shall have “good reason” to terminate his employment hereunder in the following
      cases:

    


    (i) a
      breach
      by the Company of the compensation and benefits provisions set forth in Section
      3 hereof;

    


    (ii) a
      material breach by the Company of any of the terms of this Agreement, other
      than
      as specifically provided herein; or

    


    (iii) the
      relocation of the Executive’s principal place of business at the request of the
      Company beyond 50 miles from its current location.

    


    The
      Company shall have the right to change or diminish the Executive’s duties,
      responsibilities or title, and no such action shall constitute grounds for
      the
      the Executive to terminate his employment with the Company for “good
      reason.”

    


    (c) Notice
      and Opportunity to Cure.
      Notwithstanding the foregoing, except in the situations described in sections
      4(a)(i) through 4(a)(iv), the Company may not terminate the Executive’s
      employment for “cause” and the Executive may not terminate his employment for
“good reason” unless (i) the party seeking to terminate the Executive’s
      employment shall have first provided the other party with written notice of
      the
      intended termination and the reason for such termination (“breach”) and (ii) if
      such breach is susceptible of cure or remedy, a period of twenty (20) days
      shall
      have elapsed between the delivery of such notice and the termination of this
      Agreement without the breaching party having, in the opinion of the party
      alleging a breach, effectively cured or remedied such breach.

    


    (d) Termination
      Upon Death or Permanent and Total Disability.
      The
      Employment Period shall be terminated by the death of the Executive. The
      Employment Period may be terminated by the Board of Directors if the Executive
      shall be rendered incapable of performing his duties to the Company by reason
      of
      any medically determined physical or mental impairment that can be expected
      to
      result in death or that can be expected to last for a period of either (i)
      six
      or more consecutive months from the first date of the Executive’s absence due to
      the disability or (ii) nine months during any twelve-month period (a
“Permanent
      and Total Disability”).
      If
      the Employment Period is terminated by reason of Permanent and Total Disability
      of the Executive, the Company shall give 30 days’ advance written notice to that
      effect to the Executive.

    


    
      
         

      

      
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    5.
       Consequences
      of Termination.

    


    (a) Without
      Cause or for Good Reason.
      In the
      event of a termination of the Executive’s employment during the Employment
      Period (i) by the Company other than for “cause” (as provided for in Section
      4(a) hereof), (ii) by the Executive for “good reason” (as provided for in
      Section 4(b) hereof) or (iii) due to death or disability (as provided for in
      Section 4(d) hereof) the Company shall pay the Executive and provide him with
      the following:

    


    (i) Salary.
      The
      Executive’s then current base salary payable for the remainder of the Employment
      Period, in accordance with the timetable and schedule contemplated for such
      payments, as though such termination had not occurred.

    


    (ii) Equity.
      Any
      existing stock options or other similar awards outstanding at the date of
      termination shall immediately vest and will, in all other respects, continue
      to
      be governed by, and continued in accordance with, their applicable plan and
      grant documents.

    


    (iii) Other
      Benefits.
      Continued coverage under all health, life, disability and similar employee
      benefit plans and programs of the Company on the same basis as the Executive
      was
      entitled to participate immediately prior to such termination for the remainder
      of the Employment Period; provided that the Executive’s continued participation
      is possible under the general terms and provisions of such plans and programs.
      In the event that the Executive’s participation in any such plan or program is
      barred, the Company shall arrange to provide the Executive with benefits
      substantially similar to those which the Executive would otherwise have been
      entitled to receive under such plans and programs from which his continued
      participation is barred. If Executive is covered under substitute benefit plans
      of another employer prior to the expiration of the Employment Period, the
      Company will no longer be required to continue the respective coverage described
      in this Section 5(a)(iii).

    


    (b) Other
      Termination of Employment.
      In the
      event that the Executive’s employment with the Company is terminated during the
      Employment Period (i) by the Company for “cause” (as provided for in Section
      4(a) hereof),or (ii) by the Executive other than for “good reason” (as provided
      for in Section 4(b) hereof), the Company shall pay the Executive (or his legal
      representative) any earned but unpaid salary through the Executive’s final date
      of employment with the Company, and the Company shall have no further
      obligations to the Executive.

    


    (c) Withholding
      of Taxes.
      All
      payments required to be made by the Company to the Executive under this
      Agreement shall be subject to the withholding of such amounts, if any, relating
      to tax, social security, excise tax and other payroll deductions as the Company
      may reasonably determine it should withhold pursuant to any applicable law
      or
      regulation.

    


    (d) No
      Other Obligations.
      The
      benefits payable to the Executive under this Agreement are not in lieu of any
      benefits payable under any employee benefit plan, program or arrangement of
      the
      Company, except as provided specifically herein, and upon termination the
      Executive will receive such benefits or payments, if any, as he may be entitled
      to receive pursuant to the terms of such plans, programs and arrangements.
      Except for the obligations of the Company provided by the foregoing and this
      Section 5, the Company shall have no further obligations to the Executive upon
      his termination of employment.

    


    
      
         

      

      
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    (e) No
      Mitigation or Offset.
      The
      Executive shall be required to mitigate the damages provided by this Section
      5
      by seeking substitute employment or otherwise and there shall be offset by
      the
      Executive with respect to the payments or benefits set forth in this Section
      5
      and compensation received by virtue of such substitute employment or other
      activity.

    


    6. Indemnity.

    


    The
      Company shall, to the fullest extent permitted by law and by its Certificate
      of
      Incorporation and Bylaws, indemnify the Executive and hold him harmless for
      any
      acts or decisions made by him in good faith while performing his duties pursuant
      to this Agreement.

    


    7. Notices.

    


    All
      notices, requests and other communications pursuant to this Agreement shall
      be
      in writing and shall be deemed to have been duly given, if delivered in person
      or by courier, or by facsimile transmission or sent by express, registered
      or
      certified mail, postage prepaid, addressed as follows:

    


    If
      to the
      Executive:

    


    Lt.
      Col.
      Thomas Endres

    1
      Howland
      Road

    Garrison,
      NY 10524

    


    If
      to the
      Company: 

    


    Xethanol
      Corporation

    1185
      Avenue of the Americas, 20th
      Floor

    New
      York,
      NY 10036

    Attn:
      President

    


    Either
      party may, by written notice to the other, change the address to which notices
      to such party are to be delivered or mailed.

    


    8. Arbitration.

    


    Except
      as
      specifically provided herein, any dispute or controversy arising under or in
      connection with this Agreement shall be settled exclusively by arbitration,
      conducted before a single arbitrator in the State of New York, in accordance
      with the rules of the American Arbitration Association then in effect. Judgment
      may be entered on the arbitrator’s award in any court having jurisdiction.
      Except in the case of disputes or controversies arising from circumstances
      described in sections 4(a)(i) through 4(a)(iv) of this Agreement, the Company
      shall bear the expense of any such arbitration proceeding and shall reimburse
      the Executive, regardless of the outcome, for all of his reasonable costs and
      expenses relating to such arbitration proceeding, including, without limitation,
      reasonable attorneys’ fees and expenses.

    


    
      
         

      

      
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    9. Waiver
      of Breach.

    


    Any
      waiver of any breach of this Agreement shall not be construed to be a continuing
      waiver or consent to any subsequent breach on the part either of the Executive
      or of the Company.

    


    10. Non-Assignment;
      Successors.

    


    Neither
      party hereto may assign his or its rights or delegate his or its duties under
      this Agreement without the prior written consent of the other party; provided,
      however, that the parties hereto hereby agree in advance that (i) this Agreement
      may be assigned to, and shall inure to the benefit of and be binding upon,
      the
      successors and assigns of the Company upon any sale of all or substantially
      all
      of the Company’s assets, or upon any merger, consolidation or reorganization of
      the Company with or into any other corporation, all as though such successors
      and assigns of the Company and their respective successors and assigns were
      the
      Company; and (ii) this Agreement shall inure to the benefit of and be binding
      upon the heirs, assigns or designees of the Executive to the extent of any
      payments which may become due to them hereunder. As used in this Agreement,
      the
      term “Company” shall be deemed to refer to any such successor or assign of the
      Company referred to in the preceding sentence.

    


    11. Severability.

    


    To
      the
      extent any provision of this Agreement or portion thereof shall be invalid
      or
      unenforceable, it shall be considered deleted therefrom and the remainder of
      such provision and of this Agreement shall be unaffected and shall continue
      in
      full force and effect.

    


    12. Counterparts.

    


    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together will constitute one and
      the
      same instrument.

    


    13. Governing
      Law.

    


    This
      Agreement shall be construed, interpreted and enforced in accordance with the
      laws of the State of New York, without giving effect to the choice of law
      principles thereof.

    


    14. Survivability.

    


    Any
      covenant or agreement of the parties which by its term contemplates performance
      after the Expiration of this Agreement shall survive and remain in full force
      and effect notwithstanding the fact that the Employment Period has lapsed or
      that this Agreement or Executive’s employment hereunder, has been
      terminated.

    


    
      
         

      

      
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    15. Entire
      Agreement.

    


    This
      Agreement constitutes the entire agreement by the Company and the Executive
      with
      respect to the subject matter hereof and except as specifically provided herein,
      supersedes any and all prior agreements or understandings between the Executive
      and the Company with respect to the subject matter hereof, whether written
      or
      oral. This Agreement may be amended or modified only by a written instrument
      executed by the Executive and the Company.

    


    [Signatures
      on Following Page]

     

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

    


    
      	 	EXECUTIVE
	 	 	 
	 	 	 
	 	 	
              /s/
                Thomas Endres

            
	 	 	
              
                

              

              Thomas
                Endres

            
	 	 	 
	 	 
	 	Xethanol Corporation
	 	 	 
	 	 	 
	 	By: 	/s/ David
              R.
              Ames
	 	 	
              
                

              

              David
                R. Ames

              Chief
                Executive Officer and President 

            


    

     

     

    
      
         

      

      
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