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Exhibit 10.D
 
     STOCK AGREEMENT
 
     This Agreement dated as of December 21, 1995 ("Date of Award") by and
between BESICORP GROUP INC., a New York Corporation (together with its
subsidiaries, the "Corporation") and _______________________________, (the
"Grantee").
 
     In order to provide an incentive to the Grantee, who is an employee of the
Corporation, to continue in the employ of the Corporation, the Corporation is
willing to convey shares of the Corporation's common stock, par value $.10 per
share (the "Common Stock"), to the Grantee on the terms and conditions set forth
in this Agreement.
 
     In consideration of the foregoing and of the covenants set forth below, the
Corporation and the Grantee agree as follows:
 
     1. Grant. The Corporation agrees to convey to Grantee a restricted stock
award of _______________ shares of the Common Stock (the "Award Shares"), upon
payment by Grantee to the Corporation of the purchase price of Seven and 00/100
($7.00) per share, and subject to the terms and conditions set forth below.
 
     2. Transfer Restrictions. During the applicable Restriction Period set
forth in Section 4 below, Award Shares shall not be sold, assigned, pledged or
otherwise transferred, disposed of, alienated or encumbered, voluntarily or
involuntarily, by the Grantee, provided that the Award Shares may be transferred
by will or under the laws of descent and distribution following the Grantee's
death but shall thereafter remain subject to the provisions of this Section 2
and the provisions of Section 3 below.
 
     For purposes of this Section 2, an involuntary sale, assignment, pledge,
transfer or other disposition, alienation or encumbrance of the Award Shares
shall include any of (i) the adjudication of the Grantee as a bankrupt,
incompetent or insolvent by any court of competent jurisdiction, (ii) the filing
by the Grantee of a voluntary petition in bankruptcy or in assignment for the
benefit of creditors, (iii) an attempt to levy an execution, attachment,
sequestration or other writ upon any of the Award Shares or (iv) the appointment
by any court of competent jurisdiction of a receiver or trustee of all or
substantially all the assets of the Grantee, and such event shall be deemed to
occur in respect of all Award Shares owned by the Grantee.
 
     Any attempted sale, assignment, pledge, transfer, disposition, alienation
or encumbrance not permitted by this Section 2 shall be void and of no effect.
The Corporation shall not be required (i) to transfer on its books any Award
Shares which shall have been sold, assigned, pledged, transferred, disposed of,
alienated or encumbered in violation of this Section 2, or (ii) to treat as
owner of such Award Shares or to accord the right to vote as such owner or to
pay dividends to any person or entity to whom such Award Shares shall have been
so sold, assigned, pledged, transferred, disposed of, alienated or encumbered.
 
     3. Forfeiture. During the applicable Restriction Period set forth in
Section 4 below, in the event that the Grantee's employment with the Corporation
terminates for any reason, including but not limited to termination voluntarily,
whether upon retirement or otherwise, or involuntarily, whether or not for
cause, the Corporation shall have the right, exercisable in its sole discretion
at any time up to and including the thirtieth (30th) day after such termination,
to purchase from the Grantee all of the Award Shares at a purchase price per
share equal to Seven and 00/100 Dollars ($7.00) per share (the "Purchase Price")
(subject to adjustment as provided in Section 5 below), provided that the
Purchase Price shall be increased as of the date of termination to provide
Grantee a rate of return equal to the prime rate of interest, as published in
The Wall Street Journal, as in effect as of the date hereof. The Corporation may
elect to exercise the purchase right described in the immediately preceding
sentence by written notice to the Grantee given during such thirty (30) day
period, and the closing of such purchase shall occur at the Corporation's
principal office on the tenth (10th) business day after the date of such notice.
 
     4. Restriction Periods. The transfer restriction and forfeiture provisions
set forth in Section 2 and 3 above shall lapse on the fifth (5th) anniversary of
the date of this Agreement.
 
     5. Merger: Adjustment of Shares and Purchase Price. Notwithstanding
anything to the contrary contained in this Agreement:
 
       (a) Award Shares may be surrendered in a merger, consolidation or share
       exchange involving the Company; provided that the securities or other
       consideration received in exchange for
 
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       the Award Shares shall thereafter be subject to the restrictions and
       conditions set forth in this Agreement and that the Grantee shall, by
       accepting the securities or other consideration received in respect of or
       in exchange for the Award Shares, be deemed to have agreed to be bound by
       any shareholder agreement to which shareholders holding greater than 50%
       of the voting securities of the successor corporation are parties.
 
       (b) In the event of any change in the outstanding Common Stock resulting
       from a subdivision or consolidation of the Common Stock, whether through
       reorganization, recapitalization, share split, reverse share split, share
       distribution, or combination of shares, distribution of a stock dividend
       or otherwise, then (i) the Award Shares shall be treated in the same
       manner in any such transaction as other shares of Common Stock, and the
       term "Award Shares" shall thereafter be deemed to include any securities
       received in respect of or in exchange for the Award Shares, and (ii) the
       Board of Directors of the Corporation shall be entitled to make an
       adjustment to the Purchase Price described in Section 3 above which the
       Board, in its sole discretion, considers appropriate.
 
     6. Rights as Stockholder. Except as otherwise provided in this Agreement,
the Grantee shall be entitled to all of the rights of a holder of Common Stock
with respect to the Award Shares, including the right to vote such shares and to
receive dividends and other distributions payable with respect to such shares
for any record date after the Date of Award.
 
     7. Escrow of Award Share Certificates. Certificates for the Award Shares
shall be issued in the Grantee's name, shall bear the legends set forth in
Section 10 below and, at the Corporation's option, shall be held in escrow by
the Corporation until all transfer restriction and forfeiture provisions have
lapsed with respect to such shares or until such shares are forfeited as
provided in Section 3 above; provided, however, that such escrow shall permit
the transactions contemplated by Section 5 above. A certificate or certificates
representing the Award Shares as to which all transfer restriction and
forfeiture provisions have lapsed shall be delivered, without the legend set
forth in Section 10 (b) below, to the Grantee upon such lapse.
 
     8. Government Regulations. Notwithstanding anything to the contrary
contained in this Agreement, the Corporation's obligation to issue or deliver
certificates evidencing the Award Shares shall be subject to all applicable
laws, rules and regulations and to such approvals by any governmental agencies,
national securities exchanges or the National Association of Securities Dealers,
Inc. as may then be required.
 
     9. Withholding Taxes. The Grantee acknowledges that he or she understands
that, upon lapse of either the transfer restriction provision or the forfeiture
provision, the Award Shares will become subject to tax as compensation income to
the Grantee. The Corporation shall have the right to require the Grantee to
remit to the Corporation, or to withhold from other amounts payable to the
Grantee, as compensation or otherwise, an amount sufficient to satisfy all
federal, state and local withholding tax requirements with respect to the Award
Shares.
 
     10. Legends. Certificates for the Award Shares shall bear the following
legends:
 
       (a) "The shares represented hereby may not be sold, transferred or
       otherwise disposed of, or subjected to any lien, claim or encumbrance,
       except in compliance with the applicable provisions of the Securities Act
       of 1933, as amended."
 
       (b) "The transfer of these shares is further restricted and subject to
       the terms of a certain Stock Agreement by and between the Company and the
       holder hereof dated as of December 21, 1995."
 
     11. Employment. The Grantee's right, if any, to continue in the employ of
the Corporation shall not be enlarged or otherwise affected by the terms and
conditions of this Agreement, and this Agreement does not constitute an
agreement to continue such employment.
 
     12. Grantee's Representations. The Grantee hereby represents and warrants
to the Corporation as follows:
 
       (a) The Grantee is fully aware of the business and financial status of
       the Corporation.
 
       (b) The Grantee is aware of the speculative nature of the Common Stock.
 
       (c) The Grantee has adequate means of providing for current needs and
       personal contingencies, and has no need for liquidity with respect to the
       Award Shares.
 
       (d) The Grantee is acquiring the Award Shares for investment and not with
       a view to the
 
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       sale or distribution thereof.
 
     13. Further Assurances. At any time and from time to time the Grantee
shall, without further consideration, take such actions (including but not
limited to the delivery to the Corporation of the Certificates for the Award
Shares, together with stock powers duly endorsed in blank, if the Corporation
elects to exercise its right to hold such certificates in escrow pursuant to
Section 7 above) and execute and deliver such documents as the Corporation may
request to effectuate the purposes of this Agreement.
 
     14. Entire Agreement: Modification. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof,
supersedes all existing agreements between them concerning such subject matter
and maybe modified only by a written instrument duly executed by each party.
 
     15. Waiver. The failure of a party to insist upon strict adherence to any
term of this Agreement on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing to
be effective.
 
     16. Equitable Remedies. Since a breach by the Grantee of any of the
provisions of this Agreement could not adequately be compensated by money
damages, the Corporation shall be entitled, in addition to any other right or
remedy available to the Corporation, to an injunction restraining such breach or
a threatened breach and to specific performance of any such provision of this
Agreement, and in either case no bond or other security shall be required in
connection therewith, and the Grantee hereby consents to the issuance of such
injunction and to the ordering of specific performance.
 
     17. Notices. Any notice or other communication required or permitted to be
given to the Grantee hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or delivered in person against
receipt, to the Grantee at the address of the Grantee last shown on the stock
records of the Corporation. Any notice or other communication given by certified
mail shall be deemed given at the time of certification thereof.
 
     18. Binding Effect. The provisions of this Agreement shall be binding upon
the parties hereto and the successors and assigns of the Corporation and the
assigns, heirs and personal representatives of the Grantee, and shall inure to
the benefit of the Corporation and its successors and assigns. The Corporation
may assign its rights and delegate its duties under this Agreement, including
but not limited to the purchase right set forth in Section 3 above.
 
     19. Separability. If any provision of this Agreement is held to be invalid
or unenforceable, the balance of this Agreement shall remain in effect, and if
any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.
 
     20. Governing Law: Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without giving effect to conflict of laws. Any action, suit, or proceeding
arising out of, based on, or in connection with this Agreement may be brought in
any court of, or any federal court located in, the State of New York, and each
party covenants and agrees not to assert, by way of motion, as a defense or
otherwise, in any such action, suit or proceeding, any claim that such party is
not subject personally to the jurisdiction of such court, that such party's
property is exempt or immune from attachment or execution, that the action, suit
or proceeding is brought in an inconvenient forum, that the venue of the action,
suit or proceeding is improper, or that this Agreement or the subject matter
hereof may not be enforced in or by such court.
 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
 
                                        BESICORP GROUP INC.
 
                                        By:____________________
 
                                        Title:___________________
 
                                        GRANTEE
 
 
 
                                        ________________________
 
                                        (Please sign above line and print name
                                        below line.)
 
 
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ACKNOWLEDGED AND ACCEPTED:
 
GRANTEE'S SPOUSE
 
_________________________
 
(Please sign above line and print name below line.)
 
 
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