Re: Amendment No. 1 (“Amendment No. 1) to the Stock Purchase and Termination Agreement, dated October 5, 2007, by and between Xethanol Corporation, H2Diesel Holdings, Inc. (“Holdings”) and H2Diesel, Inc. (“H2Diesel”), a wholly owned subsidiary of...

Exhibit 10.2

  

00000 Xxxx Xxxxxxx, Xxxxx 000

Xxxxxxx, XX 00000

(000) 000-0000 tel

(000 000-0000 fax

November 13, 2007

Mr. Xxxxx Xxxx

President and Chief Executive Officer

Xethanol Corporation

Avenue of the Americas

New York, NY

Re: Amendment No. 1 (“Amendment No. 1) to the Stock Purchase and Termination Agreement, dated October 5, 2007, by and between Xethanol Corporation, H2Diesel Holdings, Inc. (“Holdings”) and H2Diesel, Inc. (“H2Diesel”), a wholly owned subsidiary of Holdings, (as amended, the “Termination Agreement”)

Dear Xx. Xxxx:

Please acknowledge your agreement that the Termination Agreement is amended as follows, by executing this Amendment No. 1 to the Termination Agreement in the space provided below:

Section 2.3 of the Agreement is hereby modified to change “November 9, 2007” to “November 23, 2007.”

Very truly yours,

H2Diesel, Inc.

By:	/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx President

Acknowledged and Agreed as of the date above first written:

/s/ Xxxxx Xxxx

Xxxxx Xxxx