0001144204-06-016213 Sample Contracts

Registration Rights Agreement dated as of April 14, 2006, by and among Xethanol Corporation and the Investors. REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • April 20th, 2006 • Xethanol Corp • Structural clay products • Delaware

• Contract Type
  Registration Rights Agreement
• Filed
  April 20th, 2006
• Company
  Xethanol Corp
• Industry
  Structural clay products
• Jurisdiction
  Delaware

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 14, 2006, is made by and among Xethanol Corporation., a Delaware corporation (the “Company”), Crestview Capital Master, LLC (“Crestview”), and TOIBB Investment, LLC (“TOIBB”) (each of Crestview and TOIBB are referred to herein as a “Holder”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Investment Agreement (as defined below).

Management Agreement, dated as of April 14, 2006, by and between Xethanol Corporation and H2Diesel, Inc. MANAGEMENT SERVICES AGREEMENT

Management Services Agreement • April 20th, 2006 • Xethanol Corp • Structural clay products • New York

• Contract Type
  Management Services Agreement
• Filed
  April 20th, 2006
• Company
  Xethanol Corp
• Industry
  Structural clay products
• Jurisdiction
  New York

This Management Services Agreement ("Agreement") is made and entered into as of this 14th day of April 2006 by and between H2Diesel, Inc., a Delaware corporation (the "Company") and Xethanol Inc., a Delaware corporation (the "Manager").

Investment Agreement, dated as of April 14, 2006, by and among Xethanol Corporation, a Delaware corporation, H2Diesel, Inc., a Delaware corporation, and the Investors. INVESTMENT AGREEMENT

Investment Agreement • April 20th, 2006 • Xethanol Corp • Structural clay products • Delaware

• Contract Type
  Investment Agreement
• Filed
  April 20th, 2006
• Company
  Xethanol Corp
• Industry
  Structural clay products
• Jurisdiction
  Delaware

This INVESTMENT AGREEMENT (the “Agreement”) is entered into as of this 14th day of April, 2006 (the “Effective Date”), by and among, Crestview Capital Master, LLC (“Crestview”), TOIBB Investment, LLC (“TOIBB”) (Crestview and TOIBB are referred to collectively as the “Investors” and each individually as an “Investor”), H2Diesel, Inc., a Delaware corporation (the “Company”), and Xethanol Corporation, a Delaware corporation (“Xethanol”).

Sublicense Agreement, dated as of April 14, 2006, by and between Xethanol Corporation and H2Diesel, Inc. SUBLICENSE AGREEMENT

Sublicense Agreement • April 20th, 2006 • Xethanol Corp • Structural clay products

• Contract Type
  Sublicense Agreement
• Filed
  April 20th, 2006
• Company
  Xethanol Corp
• Industry
  Structural clay products

This Sublicense Agreement (the "Agreement") is made by and between H2Diesel, Inc., a Delaware corporation (hereinafter "Sublicensor") and Xethanol, Inc., a Delaware corporation (hereinafter "Sublicensee"), as of this 14th day of April, 2006 (the “Effective Date”). Sublicensor and Sublicensee individually and collectively are hereinafter referred to as "Party" or "Parties," as the case may be.