Exhibit
      10.1

    


    XETHANOL
      CORPORATION

    STOCK
      OPTION AGREEMENT

    


    THIS
      STOCK OPTION AGREEMENT
      (this
“Agreement”) is entered into as of this 9th day of October 2008 by and between
      Xethanol Corporation, a Delaware corporation (the “Company”), and
      ______________________________ (the “Optionee”). Capitalized terms not defined
      in this Agreement have the meanings given in the Xethanol Corporation 2005
      Incentive Compensation Plan, as amended effective February 12, 2008 (the
“Plan”).

    


    Background

    


    A. On
      the
      date specified above, the Compensation Committee (the “Committee”) of the Board
      of Directors of the Company granted to the Optionee an option (the “Option”) to
      purchase the number of shares of the Company’s common stock, par value $0.001
      per share (the “Stock”), as provided below.

    


    B. In
      consideration of the granting of the Option, the Optionee intends to remain
      in
      the employ of the Company or continue to provide services to the
      Company.

    


    C. The
      Company and the Optionee desire to enter into a written agreement with respect
      to the Option in accordance with the Plan.

    


    Agreement

    


    As
      an
      employment incentive and to encourage stock ownership, and also in consideration
      of the mutual covenants contained in this Agreement, the parties to this
      Agreement agree as follows:

    


    1. Incorporation
      of Plan.
      This
      Option is granted pursuant to the provisions of the Plan and the terms and
      definitions of the Plan are incorporated into this Agreement by reference.
      The
      Company has delivered a copy of the Plan to the Optionee, who acknowledges
      receipt of the Plan.

    


    2. Grant
      of Option.
      Subject
      to the terms, restrictions, limitations and conditions stated in this Agreement,
      the Company hereby evidences its grant to the Optionee, not in lieu of salary
      or
      other compensation, of the right and option to purchase all or any part of
      the
      number of shares of the Company’s Stock provided on Schedule
      A
      attached
      to this Agreement and incorporated into this Agreement by reference. The Option
      shall vest and be exercisable in the amounts and at the time specified on
Schedule
      A.
      The
      Option shall expire and shall not be exercisable on the date specified on
Schedule
      A
      or on
      such earlier date as determined pursuant to Sections 8, 9, or 10 below.
Schedule
      A
      states
      whether the Option is intended to be an Incentive Stock Option. 

    


    3. Purchase
      Price.
      The
      price per share to be paid by the Optionee for the shares subject to this Option
      (the “Exercise Price”) shall be as specified on Schedule
      A.

    


    4. Exercise
      Terms.
      The
      Optionee must exercise the Option for at least the lesser of 100 shares or
      the
      number of shares of purchasable Stock as to which the Option remains
      unexercised. If this Option is not exercised with respect to all or any part
      of
      the shares subject to this Option before it expires, the shares with respect
      to
      which this Option was not exercised shall no longer be subject to this
      Option.

    


    5. Option
      Non-Transferable.
      No
      Option shall be transferable by an Optionee other than by will or the laws
      of
      descent and distribution. During the lifetime of an Optionee, Options shall
      be
      exercisable only by such Optionee (or by such Optionee’s guardian or legal
      representative, should one be appointed).


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6. Notice
      of Exercise of Option.
      This
      Option may be exercised by the Optionee, or by the Optionee’s administrators,
      executors or personal representatives, by a written notice (in substantially
      the
      form of the Notice of Exercise attached to this Agreement as Schedule
      B)
      signed
      by the Optionee, or by such administrators, executors or personal
      representatives, and delivered or mailed to the Company as specified in Section
      15 below to the attention of the Chief Financial Officer or such other officer
      as the Company may designate. Any such notice shall (a) specify the number
      of
      shares of Stock that the Optionee or the Optionee’s administrators, executors or
      personal representatives, as the case may be, then elect to purchase under
      this
      Agreement, (b) contain such information as may be reasonably required pursuant
      to Section 12 below, and (c) as authorized by the Committee, be accompanied
      by
      (x) a certified or cashier’s check payable to the Company in payment of the
      total Exercise Price applicable to the shares of Stock being purchased, (y)
      shares of Stock owned by the Optionee and duly endorsed or accompanied by stock
      transfer powers having a Fair Market Value equal to the total Exercise Price
      applicable to the shares of Stock being purchased, or (z) a certified or
      cashier’s check accompanied by the number of shares of Stock whose Fair Market
      Value when added to the amount of the check equals the total Exercise Price
      applicable to the shares of Stock being purchased as provided in this Agreement.
      Upon receipt of any such notice and accompanying payment, and subject to the
      terms of this Agreement, the Company agrees to issue to the Optionee or the
      Optionee’s administrators, executors or personal representatives, as the case
      may be, stock certificates for the number of shares specified in such notice
      registered in the name of the person exercising this Option; provided that
      in
      the discretion of the Committee, the Company may issue the shares specified
      in
      such notice in uncertificated, book-entry form as permitted by the Company’s
      bylaws.

    


    7. Adjustment
      in Option.
      The
      number of shares subject to this Option, the Exercise Price and other matters
      are subject to adjustment during the term of this Option in accordance with
      Sections 9 and 10 of the Plan.

    


    8. Termination
      of Continuous Service.

    


    (a) Except
      as
      otherwise specified in Schedule
      A,
      in the
      event of the termination of the Optionee’s Continuous Service, other
      than a
      termination that is either (x) for Cause, (y) voluntary on the part of the
      Optionee and without written consent of the Company, or (z) due to the
      Optionee’s death or Disability or retirement, the Optionee may exercise this
      Option at any time within 90 days after such termination to the extent of the
      number of shares that were purchasable under this Agreement at the date of
      such
      termination. The Option shall not thereafter be or become
      exercisable.

    


    (b) Except
      as
      specified in Schedule
      A,
      in the
      event of a termination of the Optionee’s Continuous Service that is either (x)
      for Cause or (y) voluntary on the part of the Optionee and without the written
      consent of the Company, this Option, to the extent not previously exercised,
      shall terminate immediately and shall not thereafter be or become
      exercisable.

    


    (c) Unless
      and to the extent otherwise provided in Schedule
      A,
      in the
      event of the retirement of the Optionee at the normal retirement date as
      prescribed from time to time by the Company or any subsidiary, the Optionee
      shall continue to have the right to exercise this Option for shares which were
      purchasable at the date of the Optionee’s retirement. 

    


    9. Disability
      of Optionee.
      In the
      event of termination of the Optionee’s Continuous Service because of the
      Optionee’s Disability, the Optionee (or his or her personal representative) may
      exercise this Option within a period ending on the earlier of (a) the last
      day
      of the one-year period following the determination of the Optionee’s Disability
      or (b) the expiration date of this Option, to the extent of the number of shares
      that were purchasable under this Agreement at the date of such termination.
      


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    10. Death
      of Optionee.
      Except
      as otherwise provided in Schedule
      A
      with
      respect to the rights of the Optionee upon termination of the Optionee’s
      Continuous Service under Section 8 above, in the event of the Optionee’s death
      while employed by the Company or any of its subsidiaries or within 90 days
      after
      a termination of the Optionee’s Continuous Service (if such termination was
      neither (x) for Cause nor (y) voluntary on the part of the Optionee and without
      the written consent of the Company), the heirs, executors or personal
      representatives of the Optionee may exercise this Option at any time within
      a
      period ending on the earlier of (a) the last day of the one-year period
      following the Optionee’s death or (b) the expiration date of this Option. If the
      Optionee was an Employee of the Company at the time of death, this Option may
      be
      so exercised to the extent of the number of shares that were purchasable under
      this Agreement at the date of death. If the Optionee’s Continuous Service
      terminated prior to his or her death, this Option may be exercised only to
      the
      extent of the number of shares covered by this Option that were purchasable
      under this Agreement at the date of such termination. 

    


    11. Compliance
      with Regulatory Matters.
      The
      Optionee acknowledges that the issuance of Stock of the Company is subject
      to
      limitations imposed by federal and state law and the Optionee hereby agrees
      that
      the Company shall not be obligated to issue any shares of Stock upon exercise
      of
      this Option that would cause the Company to violate law or any rule, regulation,
      order or consent decree of any regulatory authority (including the Securities
      and Exchange Commission) having jurisdiction over the affairs of the Company.
      The Optionee agrees that he or she will provide the Company with such
      information as is reasonably requested by the Company or its counsel to
      determine whether the issuance of Stock complies with the provisions described
      by this Section 11.

    


    12. Restriction
      on Disposition of Stock.
      The
      Stock purchased pursuant to the exercise of an Incentive Stock Option shall
      not
      be transferred by the Optionee except pursuant to the Optionee’s will, or the
      laws of descent and distribution, until the date that is the later of two
      years after
      the
      grant of such Incentive Stock Option or one year after the transfer of the
      shares to the Optionee pursuant to the exercise of such Incentive Stock
      Option.

    


    13. Withholding.
      The
      Optionee acknowledges that the Company shall require the Optionee to pay the
      Company the amount of any federal, state, local or other tax or other amount
      required by any governmental authority to be withheld and paid over by the
      Company to such authority for the account of the Optionee. The Optionee agrees,
      as a condition to the grant of the Option, to satisfy such
      obligations.

    


    14. Miscellaneous.

    


    (a) This
      Agreement shall be binding upon the parties to it and their representatives,
      successors and assigns.

    


    (b) This
      Agreement shall be governed by the laws of the State of Georgia.

    


    (c) Any
      requests or notices to be given under this Agreement shall be deemed given,
      and
      any elections or exercises to be made or accomplished shall be deemed made
      or
      accomplished, upon actual delivery thereof to the designated recipient, or
      three
      days after deposit thereof in the United States mail, registered, return receipt
      requested and postage prepaid, addressed, if to the Optionee, at the address
      provided below and, if to the Company, to the executive offices of the Company
      at 3348 Peachtree Road NE, Tower Place 200, Suite 250, Atlanta, Georgia 30326
      (or to any successor address for the Company’s executive offices reflected in
      the Company’s filings with the Securities and Exchange Commission); provided
      that the Optionee may change his or her address by written notice as provided
      in
      this Section 15(c).


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    (d) This
      Option does not confer upon the Optionee any right with respect to continuance
      of employment by the Company or by any of its subsidiaries.

    


    (e) Except
      as
      permitted under the Plan, this Agreement may not be modified except in writing
      executed by each of the parties to it.

    


    (f) The
      Background section on page 1 of this Agreement constitutes an integral part
      of
      this Agreement.

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Compensation Committee of the Board of Directors of the
      Company has caused this Stock Option Agreement to be executed on behalf of
      the
      Company, and the Optionee has executed this Stock Option Agreement under seal,
      all as of the day and year first above written.

    


    
      	
              Xethanol
                Corporation

            	 	
              OPTIONEE

            
	 	 	 
	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Name: 

            	 	 	
              Name:

            	 
	
              Title:

            	 	 	
              Address: 

            	 
	 	 	 	 	 
	 	 	 	 	 


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    SCHEDULE
      A

    TO

    STOCK
      OPTION AGREEMENT

    BETWEEN

    XETHANOL
      CORPORATION

    AND

     

    
      
        

      

    

     

    Dated:
      October 9, 2008

    


    
      
        1.
          Number
          of Shares Subject to Option:                        shares.

      

    

    


    
      	
              2. This Option: (Check one) 

            	
               ̈ is
                an
                Incentive Stock Option.

            
	 	
              x
                is
                not
                an
                Incentive Stock Option.

            


    

    


    
      
        3.
          Option
          Exercise Price:
          $0.19
          per share.

      

    

    


    
      
        4.
          Date
          of Grant:
          October
          9, 2008

      

    

    


    5. Option
      Vesting Schedule:
      The
      Option shall vest and become exercisable as to the number of shares specified
      below upon satisfaction of the vesting conditions described below, subject
      to
      the earlier termination or expiration of the Option as provided below:


    


    (a) In
      this
Schedule
      A,
      (x) the
      term “Exchange” means the American Stock Exchange, or, if applicable, any
      successor exchange on which the Company’s common stock is listed; and (y) the
      term “Expiration Date” means October 9, 2015.

    


    (b) One-half
      of the Option shall vest and become exercisable if the closing price of the
      Company’s common stock as reported on the Exchange equals or exceeds $1.50 per
      share for ten consecutive trading days (the “Initial Threshold Price”) on or
      before the third anniversary of the date of grant; provided that if the Initial
      Threshold Price is not achieved on or before the third anniversary of the date
      of grant, all of the Option shall terminate.

    


    (c) If
      and
      only if the Initial Threshold Price is achieved on or before the third
      anniversary of the date of grant, an additional one-fourth of the Option shall
      vest and become exercisable if the closing price of the Company’s common stock
      as reported on the Exchange equals or exceeds $2.00 per share for ten
      consecutive trading days on or before the Expiration Date.

    


    (d) If
      and
      only if the Initial Threshold Price is achieved on or before the third
      anniversary of the date of grant, an additional one-fourth of the Option shall
      vest and become exercisable if the closing price of the Company’s common stock
      as reported on the Exchange equals or exceeds $2.50 per share for ten
      consecutive trading days on or before the Expiration Date.

    


    6. Option
      Exercise Period:
      The
      Option shall expire and be void unless exercised on or before the Expiration
      Date or on such earlier date with respect to the number of shares indicated
      and
      as determined pursuant to Section 5 above.

    


    7. Effect
      of Termination of Employment of Optionee
      (if
      different from that provided in Sections 8, 9 and 10 of the Stock Option
      Agreement): Not applicable.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SCHEDULE
      B

    TO

    STOCK
      OPTION AGREEMENT

    BETWEEN

    XETHANOL
      CORPORATION

    AND

     

    
      
 

    NOTICE
      OF
      EXERCISE

    


    The
      undersigned hereby notifies Xethanol Corporation (the “Company”) of this
      election to exercise the undersigned’s stock option to
      purchase                    shares of
      the Company’s common stock, par value $0.001 per share, pursuant to the Stock
      Option Agreement between the undersigned and the Company dated October 9, 2008.
      Accompanying this Notice of Exercise is (x) a certified or cashier’s check
      payable to the Company in payment of the total Exercise Price applicable to
      the
      shares of Stock being purchased, (y) shares of Stock owned by the Optionee
      and
      duly endorsed or accompanied by stock transfer powers having a Fair Market
      Value
      equal to the total Exercise Price applicable to the shares of Stock being
      purchased, or (z) a certified or cashier’s check accompanied by the number of
      shares of Stock whose Fair Market Value when added to the amount of the check
      equals the total Exercise Price applicable to the shares of Stock being
      purchased, as provided in the Stock Option Agreement.

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Notice of Exercise, effective
      this _____ day of ______________, _______.

    


    
      	
              OPTIONEE
                [OR
                OPTIONEE’S ADMINISTRATOR,

            
	
              EXECUTOR,
                GUARDIAN OR LEGAL

            
	
              REPRESENTATIVE]

            
	 
	
              By:

            	 
	
              Name: 

            	 


    

    
      	
              Position (if other than Optionee):