Exhibit
      10.2

    


    XETHANOL
      CORPORATION

    RESTRICTED
      STOCK AGREEMENT

    


    THIS
      RESTRICTED STOCK 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 “Grantee”). 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 duly granted to the Grantee a Restricted Stock
      Award
      (the “Award”) under the Plan on the terms described in this
      Agreement.

    


    B. In
      consideration of the issuance of the Award, the Grantee intends to remain in
      the
      employ of the Company or continue to provide services to the
      Company.

    


    C. The
      Company and the Grantee desire to enter into a written agreement with respect
      to
      the Award 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
      Award 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 Grantee, who acknowledges
      receipt of the Plan.

    


    2. Grant
      of Restricted Stock.
      Subject
      to the terms, restrictions, limitations and conditions stated in this Agreement,
      the
      Company hereby evidences its grant to the Grantee the number of restricted
      shares of the Company’s common stock, par value $0.001 per share (the
“Restricted Stock”), provided on Schedule
      A
      attached
      to this Agreement and incorporated into this Agreement by reference.


    


    3. Vesting.
      Subject
      to the terms, restrictions, limitations and conditions stated in this Agreement,
      the Restricted Stock shall vest or shall be forfeited in the amounts and at
      the
      time specified on Schedule
      A
      based on
      the level of achievement of the performance goals and applicable targets set
      forth on Schedule
      A.

    


    4. Continued
      Employment Required.
      The
      vesting schedule requires the Grantee’s Continuous Service from the date of
      grant through each applicable vesting date as a condition to the vesting of
      the
      applicable installment of the Restricted Stock as specified on Schedule
      A.
      Employment for only a portion of the vesting period, even if a substantial
      portion, will not entitle the Grantee to any proportionate vesting or avoid
      or
      mitigate a termination of rights and benefits upon or following a termination
      of
      the Grantee’s Continuous Service as provided in Section 7 below.

    


    5. Rights
      of a Stockholder.
      From
      and after the date of grant and for so long as the Restricted Stock is held
      by
      or for the benefit of the Grantee, and except to the extent restricted under
      the
      terms of the Plan and this Agreement, the Grantee shall have all the rights
      of a
      stockholder of the Company with respect to the Restricted Stock, including
      but
      not limited to the right to receive dividends, if applicable, and the right
      to
      vote such shares. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. Adjustments
      in Restricted Stock.
      The
      number of shares subject to this Award, any restrictions and forfeiture
      conditions and other matters are subject to adjustment in accordance with
      Sections 9 and 10 of the Plan. 

    


    7. Termination
      of Continuous Service.
      Except
      as otherwise specified in Schedule
      A,
      in the
      event of the termination of the Grantee’s Continuous Service for any reason,
      whether with or without Cause, voluntarily or involuntarily, all rights of
      the
      Grantee to the then remaining shares of Restricted Stock (and, if applicable,
      any dividends or other distributions with respect to the Restricted Stock)
      that
      are not vested on the date of the termination shall terminate and be forfeited
      immediately.

    


    8. Restrictions
      on Transfer.
      Before
      shares of Restricted Stock become vested, neither the Restricted Stock nor
      any
      interest with respect to the Restricted Stock may be sold, transferred, pledged,
      hypothecated, margined or otherwise encumbered by the Grantee except pursuant
      to
      the Grantee’s will, or the laws of descent and distribution. With respect to and
      to the extent of shares of the Restricted Stock that have become fully vested
      under the terms of this Agreement, the Grantee may freely sell or transfer
      such
      vested shares of the Restricted Stock, subject to limitations and conditions
      of
      Rule 144 under the Securities Act of 1933 if the Grantee is an “affiliate,” as
      that term is defined in paragraph (a)(1) of Rule 144. The Grantee agrees that
      the Restricted Stock will not be sold or otherwise disposed of in any manner
      that would constitute a violation of any applicable federal or state securities
      law.

    


    9. Return
      of Shares of Restricted Stock.
      Upon
      the occurrence of any forfeiture of shares of Restricted Stock under the terms
      of this Agreement, such unvested, forfeited shares of Restricted Stock shall
      be
      automatically transferred to the Company, without any other action by the
      Grantee, or the Grantee’s guardian or legal representative, should one be
      appointed; no additional consideration shall be paid by the Company with respect
      to such transfer. The Company may exercise its powers under Section 10(d)
      below and take any other action necessary or advisable to evidence such
      transfer. The Grantee, or the Grantee’s guardian or legal representative, as the
      case may be, shall deliver any additional documents of transfer that the Company
      may request to confirm the transfer of such unvested, forfeited
      shares.

    


    10. Stock
      Certificates.

    


    (a) Form
      of Shares of Restricted Stock.
      The
      Company shall, in its discretion, issue the shares of Restricted Stock subject
      to the Award either: (x) in certificate form as described in the following
      sentence; or (y) in book entry form, registered in the name of the Grantee
      with
      notations regarding the applicable restrictions on transfer imposed under this
      Agreement. Any certificates representing shares of the Restricted Stock shall
      be
      registered in the name of and issued to the Grantee, although the Company shall
      hold the stock certificate or certificates until the Restricted Stock vests
      in
      accordance with the terms of this Agreement. Such stock certificate or
      certificates shall be subject to such stop-transfer orders and other
      restrictions as the Company may deem necessary or advisable under applicable
      federal and state securities laws, and the Company may cause legends to be
      placed on such certificate or certificates to make appropriate reference to
      such
      restrictions.

    


    (b) Delivery
      of Shares Upon Vesting.
      Promptly after any shares of Restricted Stock become vested pursuant to Section
      3 above and the satisfaction of any and all related tax withholding obligations
      pursuant to Section 11 below, the Company shall, as applicable, either remove
      the notations on any shares of Restricted Stock issued in book entry form which
      have vested or deliver to the Grantee a certificate or certificates (without
      legends) evidencing the number of shares of Restricted Stock which have vested
      (or, in either case, such lesser number of shares as may be permitted pursuant
      to Section 11 below). The Grantee, or the Grantee’s guardian or legal
      representative, should one be appointed, shall deliver to the Company any
      representations or other documents or assurances as the Company may deem
      necessary or reasonably desirable to ensure compliance with all applicable
      legal
      and regulatory requirements. The shares so delivered shall no longer be
      Restricted Stock for purposes of this Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c) Stock
      Power; Power of Attorney.
      Concurrent with the execution and delivery of this Agreement, the Grantee shall
      deliver to the Company an executed stock power (or powers) in the form attached
      to this Agreement as Schedule
      B,
      in
      blank, with respect to the Restricted Stock. The Grantee, by acceptance of
      the
      Award, shall be deemed to appoint, and does so appoint by execution of this
      Agreement, the Company and each of its authorized representatives as the
      Grantee’s attorney(s) in fact to effect any transfer of unvested, forfeited
      shares (or shares otherwise reacquired by the Company under this Agreement)
      to
      the Company as may be required pursuant to the Plan or this Agreement and to
      execute such documents as the Company or such representatives deem necessary
      or
      advisable in connection with any such transfer.

    


    (d) Postponement
      of Issuance.
      Notwithstanding any other provisions of this Agreement, the issuance or delivery
      of any shares of Restricted Stock (whether subject to restrictions or
      unrestricted) under this Agreement may be postponed for such period as may
      be
      required to comply with applicable requirements of any national securities
      exchange or any requirements under any law or regulation applicable to the
      issuance or delivery of such Shares. The Company shall not be obligated to
      issue
      or deliver any Shares if the issuance or delivery of such Shares shall
      constitute a violation of any provision of any law or of any regulation of
      any
      governmental authority or any national securities exchange.

    


    11. Withholding
      of Tax.
      The
      Company shall reasonably determine the amount of any federal, state, local
      or
      other income, employment, or other taxes which the Company or any of its
      affiliates may reasonably be obligated to withhold with respect to the grant,
      vesting, making of an election under Section 83(b) of the Internal Revenue
      Code
      of 1986, as amended (the “Code”) or other event with respect to the Restricted
      Stock. The Company may, in its sole discretion, withhold and/or reacquire a
      sufficient number of shares of Restricted Stock in connection with the vesting
      of such shares at their then Fair Market Value to satisfy the amount of any
      such
      withholding obligations that arise with respect to the vesting of such shares.
      The Company may take such action(s) without notice to the Grantee and shall
      remit to the Grantee the balance of any proceeds from withholding and/or
      reacquiring such shares in excess of the amount reasonably determined to be
      necessary to satisfy such withholding obligations. The Grantee shall have no
      discretion as to the satisfaction of tax withholding obligations in such manner.
      If, however, the Grantee makes an election under Section 83(b) of the Code
      with
      respect to the Restricted Stock, if any other withholding event occurs with
      respect to the Restricted Stock other than the vesting of such stock, or if
      the
      Company for any reason does not satisfy the withholding obligations with respect
      to the vesting of the Restricted Stock as provided above in this Section 11,
      the
      Company shall be entitled to require a cash payment by or on behalf of the
      Grantee and/or to deduct from other compensation payable to the Grantee the
      amount of any such withholding obligations.

    


    12. Section
      83(b) Election.
      The
      Grantee hereby acknowledges that, with respect to the grant of the Restricted
      Stock, the Grantee may file an election with the Internal Revenue Service,
      within 30 days of the date of grant, electing pursuant to Section 83(b) of
      the
      Code, to be taxed currently on the Fair Market Value of the Restricted Stock
      on
      the date of grant.

    


    THE
      GRANTEE HEREBY ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT
      THE RESPONSIBILITY OF THE COMPANY TO TIMELY FILE AN ELECTION UNDER SECTION
      83(b)
      OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE
      TO
      MAKE THIS FILING ON THE GRANTEE’S BEHALF.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    13. 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,
      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 Grantee, 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 Grantee
      may change his or her address by written notice as provided in this Section
      14(c).

    


    (d) This
      Award does not confer upon the Grantee 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 Restricted Stock Agreement to be executed on behalf
      of
      the Company, and the Grantee has executed this Restricted Stock Agreement under
      seal, all as of the day and year first above written.

    


    
      	
              Xethanol Corporation

            	 	
              GRANTEE

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	        	 	
              By:

            	       
	
              Name:

            	      	 	
              Name:

            	      
	
              Address:

            	        	 	
              Address:

            	     
	 	 	 	 	     
	 	 	 	 	       


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    SCHEDULE A

    TO

    RESTRICTED STOCK AGREEMENT

    BETWEEN

    XETHANOL CORPORATION

    AND

     

    
      
        

      

    

    


    Dated: October
      9, 2008

    


    
      
        1. Number
          of Shares Subject to Award:
          ___________________
          shares
          of Restricted Stock.

      

    

     

    2. Grant
      Date Value of Award:
      The
      parties acknowledge that the closing price of the Company’s common stock listed
      on the American Stock Exchange on the date on which shares of the Restricted
      Stock were granted was $0.19 per share.

    


    3. Vesting
      Schedule:
      The
Restricted
      Stock shall
      vest as to the number of shares specified below upon satisfaction of the vesting
      conditions described below, subject to the earlier forfeiture of the Restricted
      Stock 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 Restricted Stock shall vest 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 Restricted Stock shall be forfeited.

    


    (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 Restricted
      Stock shall vest 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 Restricted
      Stock shall vest 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.

    


    4. Effect
      of Termination of Employment of Grantee
      (if
      different from that provided in Section 7 of the Restricted Stock Agreement):
      Not applicable.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      B

    TO

    RESTRICTED
      STOCK
      AGREEMENT

    BETWEEN

    XETHANOL
      CORPORATION

    AND

     

    
      
        

      



    STOCK
      POWER

    


    FOR
      VALUE
      RECEIVED and pursuant to that certain Restricted Stock Agreement between
      Xethanol Corporation, a Delaware corporation (the “Company”), and
      ___________________________ (the “Grantee”) dated as of October 9, 2008, the
      Grantee hereby sells, assigns and transfers unto the Company, an aggregate
      of
      ___________________ shares of common stock of the Company, standing in the
      Grantee’s name on the books of the Company and, if such shares are in
      certificate form, represented by stock certificate number(s)
      _________________________________, to which this instrument is attached, and
      hereby irrevocably constitutes and appoints __________________________ as his
      or
      her lawful attorney in fact and agent to transfer such shares on the books
      of
      the Company with full power of substitution in the premises. This Stock Power
      is
      coupled with an interest and is irrevocable.

    


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

    


    
      	
              
                GRANTEE
                  [OR GRANTEE’S ADMINISTRATOR,

              

            
	
              
                EXECUTOR,
                  GUARDIAN OR LEGAL

                REPRESENTATIVE]

              

            
	 	 
	
              By: 

            	     
              
	
              Name: 

            	    
              


    

    
      	
              Position (if other than Grantee):