Exhibit 10.28

INCENTIVE STOCK OPTION AGREEMENT

HUDSON TECHNOLOGIES, INC.





AGREEMENT made as of the (insert date) (the "Grant Date") between Hudson Technologies, Inc. (the "Company"), a New York corporation, having a principal place of business at 275 North Middletown Road, Pearl River, New York  10965, and  (insert name of Grantee) (the "Grantee").

WHEREAS, the Company desires to grant to the Grantee an Incentive Stock Option to purchase shares of its common stock, par value $.01 per share (the "Shares"), under and for the purposes of the 2004 Stock Incentive Plan of the Company (the "Plan") pursuant to the terms thereof;

WHEREAS, the Company and the Grantee understand and agree that unless otherwise defined herein any terms used herein have the same meanings as in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1. Grant of Option.  The Company hereby grants to the Grantee the right and option to purchase all or any part of an aggregate of (insert number of shares)shares, Common Stock, $.01 par value, on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference.  The Grantee acknowledges receipt of a copy of the Plan.
2. Purchase Price.  The purchase price of the Shares covered by the Option shall be (insert price per share) per share.
3. Exercise of Option.  The Option granted hereby shall vest and be exercisable as follows:



|Amount | Date Vested* | Date Exercisable*
|------ | ------------ | -----------------
|       |              |                  
|insert | 10/1/04      | 10/1/04          
|       | 1/1/05       | 1/1/05           
|       | 4/1/05       | 4/1/05           
|       | 7/1/05       | 7/1/05           
|       | 10/1/05      | 10/1/05          
|       | 1/1/06       | 1/1/06           
|       | 4/1/06       | 4/1/06           
|       | 7/1/06       | 7/1/06           

* illustrative of typical vesting schedule, where options vest quarterly over two years.



If the Grantee ceases to be employed by the Company for any reason other than death, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the option terminates under this Agreement.  In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment.

In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability, but in any event not later than the date on which the option terminates under this Agreement.  In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date.

In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreement



1. The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing their option Shares issued pursuant to such exercise:
2. The Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the Act without registration thereunder.  Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws).



IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Grantee has hereunto set his or her hand, all as of the day and year first above written.

HUDSON TECHNOLOGIES, INC.

____________________________________

(insert name and title of Company officer)

______________________________________

(insert Grantee's name), Grantee