10-Q

UNITED STATES

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended March 31, 2009

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 1-13412

_____________________

Hudson Technologies, Inc.

______________________

(Exact name of registrant as specified in its charter)

New York (State or other jurisdiction of incorporation or organization)	13-3641539 (I.R.S. Employer Identification No.)
1 Blue Hill Plaza
Suite 1541 Pearl River, New York (Address of principal executive offices)	10965 (Zip Code)
Registrant's telephone number, including area code		(845) 735-6000

(Former name, former address, and former fiscal year, if changed since last report)

_____________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (SECTION 232.405 of this chapter) during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files.)

[ ] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer (do not check if a smaller reporting company) [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

Common stock, $0.01 par value	19,429,533 shares
Class	Outstanding at April 30, 2009

Hudson Technologies, Inc.

Index

Part	Item		Page
Part I.	Financial Information
	Item 1	- Financial Statements
		- Consolidated Balance Sheets	3
		- Consolidated Statements of Operations	4
		- Consolidated Statements of Cash Flows	5
		- Notes to the Consolidated Financial Statements	6
	Item 2	- Management's Discussion and Analysis of Financial Condition and Results of Operations	13
	Item 3	- Quantitative and Qualitative Disclosures About Market Risk	17
	Item 4	- Controls and Procedures	17
Part II.	Other Information
	Item 1	- Legal Proceedings	18
	Item 4	- Submission of Matters to a Vote of Security Holders	18
	Item 6	- Exhibits	18
	Signatures

Page 2

Part I - FINANCIAL INFORMATION

Hudson Technologies, Inc. and subsidiaries

Consolidated Balance Sheets

(Amounts in thousands, except for share and par value amounts)

				March 31, 2009	December 31, 2008
				(unaudited)
Assets
Current assets:
	Cash and cash equivalents			$ 2,856	$ 214
	Trade accounts receivable - net of allowance for doubtful
			accounts of $261 and $254	4,828	1,731
	Inventories			21,908	23,613
	Prepaid expenses and other current assets			291	293
	Deferred tax assets			541	372
		Total current assets		30,424	26,223
Property, plant and equipment, less accumulated depreciation and amortization				2,968	2,921
Other assets				152	158
Deferred tax assets				4,120	4,120
Intangible assets, less accumulated amortization				70	73
		Total Assets		$37,734	$33,495
				========	========
Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable and accrued expenses			$ 3,831	$ 5,590
	Accrued payroll			1,104	1,010
	Short-term debt and current maturities of long-term debt			14,981	8,524
		Total current liabilities		19,916	15,124
Long-term debt, less current maturities				5,376	5,665
		Total Liabilities		25,292	20,789
Commitments and contingencies
Stockholders' equity:
	Preferred stock shares authorized 5,000,000
	Series A Convertible Preferred stock, $0.01 par value ($100
			liquidation preference value); shares authorized 150,000	--	--
	Common stock, $0.01 par value; shares authorized 50,000,000
			issued and outstanding 19,429,533	194	194
	Additional paid-in capital			35,831	35,820
	Accumulated deficit			(23,583)	(23,308)
		Total Stockholders' Equity		12,442	12,706
Total Liabilities and Stockholders' Equity				$37,734	$33,495
				=========	=========

See accompanying Notes to the Consolidated Financial Statements.

Page 3

Hudson Technologies, Inc. and subsidiaries

Consolidated Statements of Operations

(unaudited)

(Amounts in thousands, except for share and per share amounts)

				Three month period ended March 31,
				2009	2008
Revenues				$6,583	$11,366
Cost of sales				5,459	7,770
Gross Profit				1,124	3,596
Operating expenses:
	Selling and marketing			501	551
	General and administrative			726	989
			Total operating expenses	1,227	1,540
Operating income (loss)				(103)	2,056
Other income (expense):
	Interest expense			(341)	(254)
	Interest income			--	1
			Total other income (expense)	(341)	(253)
Income (loss) before income taxes				(444)	1,803
Income tax provision (benefit)				(169)	52
Net income (loss)				($275)	$1,751
				=======	=======
Net income (loss) per common share - Basic and Diluted				($0.01)	$ 0.09
				=======	=======
Weighted average number of shares
		outstanding - Basic		19,424,950	19,072,264
				===========	===========
Weighted average number of shares
		outstanding - Diluted		19,424,950	19,521,362
				===========	===========

See accompanying Notes to the Consolidated Financial Statements

Page 4

Hudson Technologies, Inc. and subsidiaries

Consolidated Statements of Cash Flows

Increase (Decrease) in Cash and Cash Equivalents

(unaudited)

(Amounts in thousands)

	Three month period ended March 31,
	2009	2008
Cash flows from operating activities:
Net income (loss)	($275)	$1,751
Adjustments to reconcile net income (loss)
to cash used by operating activities:
Depreciation and amortization	155	130
Allowance for doubtful accounts	4	30
Value of share-based payment arrangements	6	--
Amortization of deferred finance costs	6	--
Deferred tax assets	(169)	0
Changes in assets and liabilities:
Trade accounts receivable	(3,101)	(3,944)
Inventories	1,705	(1,051)
Prepaid and other assets	2	(107)
Accounts payable and accrued expenses	(1,665)	2,343
Cash used by operating activities	(3,332)	(848)
Cash flows from investing activities:
Additions to patents	(5)	(4)
Additions to property, plant, and equipment	(195)	(97)
Cash used by investing activities	(200)	(101)
Cash flows from financing activities:
Proceeds from issuance of common stock - net	6	--
Proceeds from short-term debt - net	6,456	1,744
Repayment of long-term debt	(288)	(282)
Cash provided by financing activities	6,174	1,462
Increase in cash and cash equivalents	2,642	513
Cash and cash equivalents at beginning of period	214	283
Cash and cash equivalents at end of period	$2,856	$ 796
	=======	=======
__________________________________________________________________
Supplemental disclosure of cash flow information:
Cash paid during period for interest	$320	$ 247
Cash paid for income taxes	$ 7	$ 139

See accompanying Notes to the Consolidated Financial Statements.

Page 5

Hudson Technologies, Inc. and subsidiaries

Notes to the Consolidated Financial Statements

Note 1 - Summary of significant accounting policies

Business

Hudson Technologies, Inc., incorporated under the laws of New York on January 11, 1991, is a refrigerant services company providing innovative solutions to recurring problems within the refrigeration industry. The Company's products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems, including (i) refrigerant sales, (ii) refrigerant management services consisting primarily of reclamation of refrigerants and (iii) RefrigerantSide® Services performed at a customer's site, consisting of system decontamination to remove moisture, oils and other contaminants. In addition, RefrigerantSide® Services include predictive and diagnostic services for industrial and commercial refrigeration applications, which are designed to predict potential catastrophic problems and identify inefficiencies in an operating system. The Company's Chiller Chemistry®, Chill Smart®, Fluid Chemistry ™, and Performance Optimization are pr edictive and diagnostic service offerings. The Company operates through its wholly-owned subsidiary, Hudson Technologies Company. Unless the context requires otherwise, reference to the "Company", "Hudson", "we", "us", "our", or similar pronouns refer to Hudson Technologies, Inc. and subsidiaries.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial information included in the quarterly report should be read in conjunction with the Company's audited financial statements and related notes thereto for the year ended December 31, 2008. Operating results for the three month period ended March 31, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2009.

In the opinion of management, all estimates and adjustments considered necessary for a fair presentation have been included and all such adjustments were normal and recurring.

Consolidation

The consolidated financial statements represent all companies of which Hudson directly or indirectly has majority ownership or otherwise controls. Significant intercompany accounts and transactions have been eliminated. The Company's consolidated financial statements include the accounts of wholly-owned subsidiaries Hudson Holdings, Inc. and Hudson Technologies Company.

Fair value of financial instruments

The carrying values of financial instruments including trade accounts receivable and accounts payable approximate fair value at March 31, 2009, because of the relatively short maturity of these instruments. The carrying value of short-and long-term debt approximates fair value, based upon quoted market rates of similar debt issues, as of March 31, 2009 and December 31, 2008.

Credit risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of temporary cash investments and trade accounts receivable. The Company maintains its temporary cash investments in highly-rated financial institutions and, at times, the balances exceed FDIC insurance coverage. The Company's trade accounts receivables are primarily due from companies throughout the United States. The Company reviews each customer's credit history before extending credit.

The Company establishes an allowance for doubtful accounts based on factors associated with the credit risk of specific accounts, historical trends, and other information. The carrying value of the Company's accounts receivable is reduced by the established allowance for doubtful accounts. The allowance for doubtful accounts includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve for the remaining accounts receivable balances. The Company adjusts its general or specific reserves based on factors that affect the collectability of the accounts receivable balances.

For the three month period ended March 31, 2009, one customer accounted for approximately 11% of the Company's revenues. For the three month period ended March 31, 2008, one customer accounted for approximately 14% of the Company's revenues.

Page 6

The loss of a principal customer or a decline in the economic prospects of and/or a reduction in purchases of the Company's products or services by any such customer could have an adverse effect on the Company's future financial position and results of operations.

Cash and cash equivalents

Temporary investments with original maturities of ninety days or less are included in cash and cash equivalents.

Inventories

Inventories, consisting primarily of refrigerant products available for sale, are stated at the lower of cost, on a first-in first-out basis, or market.

Property, plant, and equipment

Property, plant, and equipment are stated at cost, including internally manufactured equipment. The cost to complete equipment that is under construction is not considered to be material to the Company's financial position. Provision for depreciation is recorded (for financial reporting purposes) using the straight-line method over the useful lives of the respective assets. Leasehold improvements are amortized on a straight-line basis over the shorter of economic life or terms of the respective leases. Costs of maintenance and repairs are charged to expense when incurred.

Due to the specialized nature of the Company's business, it is possible that the Company's estimates of equipment useful life periods may change in the future.

Revenues and cost of sales

Revenues are recorded upon completion of service or product shipment and passage of title to customers in accordance with contractual terms. The Company evaluates each sale to ensure collectability. In addition, each sale is based on an arrangement with the customer and the sales price to the buyer is fixed. License fees are recognized over the period of the license based on the respective performance measurements associated with the license. Royalty revenues are recognized when earned. Cost of sales is recorded based on the cost of products shipped or services performed and related direct operating costs of the Company's facilities. To the extent that the Company charges its customers shipping fees such amounts are included as a component of revenue and the corresponding costs are included as a component of cost of sales.

The Company's revenues are derived from refrigerant and reclamation sales and RefrigerantSide® Services, including license and royalty revenues. The revenues for each of these lines are as follows:

Three Month Period Ended March 31, (in thousands, unaudited)	2009	2008
Refrigerant and reclamation sales	$6,011	$10,701
RefrigerantSide® Services	572	665
Total	$6,583	$11,366

Income taxes

The Company utilizes the asset and liability method for recording deferred income taxes, which provides for the establishment of deferred tax asset or liability accounts based on the difference between tax and financial reporting bases of certain assets and liabilities. The tax benefit associated with the Company's net operating loss carry forwards ("NOL's") is recognized to the extent that the Company is expected to recognize future taxable income. The Company has assessed the recoverability of its deferred tax assets based on its expectation that it will recognize future taxable income and accordingly has adjusted its valuation allowance for this asset. As of March 31, 2009, the net deferred tax asset is $4,120,000.

Certain states either do not allow or limit NOL's and as such the Company will be liable for certain state taxes. To the extent that the Company utilizes its NOL's, it will not pay tax on such income but may be subject to the federal alternative minimum tax. In addition, to the extent that the Company's net income, if any, exceeds the annual NOL limitation it will pay income taxes based on existing statutory rates. Moreover, as a result of a "change in control", as defined by the Internal Revenue Service, which limits the Company's ability to utilize its existing NOL's, the Company's NOL's are limited to use of approximately $1,300,000 annually.

Page 7

As a result of an internal revenue audit, the 2006 and prior tax years have been closed. The Company operates in many states throughout the United States and, as of December 31, 2008, the various states' statutes of limitations remain open for tax years subsequent to 2004.

Income (loss) per common and equivalent shares

The following table sets forth the computation of basic and diluted income (loss) per common share:

	Three Month Period Ended March 31,
	2009	2008
	(unaudited)
Numerator:
Net income (loss)	($275,000)	$1,751,000
	==========	===========
Denominator:
Weighted average number of shares - basic	19,424,950	19,072,264
Shares underlying options and warrants	--	449,098
Weighted average number of shares-diluted	19,424,950	19,521,362
	==========	==========

In 2009 and 2008, certain options and warrants aggregating 2,954,843 and 1,906,744 shares, respectively, have been excluded from the calculation of diluted shares due to the fact that their effect would be anti-dilutive.

Estimates and risks

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect reported amounts of certain assets and liabilities, the disclosure of contingent assets and liabilities, and the results of operations during the reporting period. Actual results could differ from these estimates.

The Company participates in an industry that is highly regulated, changes in which could affect operating results. Currently the Company purchases virgin, hydrochlorofluorocarbons ("HCFC") and hydroflourocarbons ("HFC"), refrigerants and reclaimable, primarily HCFC and chlorofluorocarbon ("CFC"), refrigerants from suppliers and its customers. Effective January 1, 1996, the Clean Air Act (the "Act") prohibited the production of CFC refrigerants and limited the production of HCFC refrigerants. Additionally, effective January 2004, the Act further limited the production of HCFC refrigerants and federal regulations were enacted which impose limitations on the importation of certain virgin HCFC refrigerants. Under the Act, production of certain HCFC refrigerants is scheduled to be phased out during the period 2010 through 2020, and production of all HCFC refrigerants is scheduled to be phased out by 2030. Notwithstanding the limitations under the Act, the Company believes that sufficient quanti ties of new and used refrigerants will continue to be available to it at a reasonable cost for the foreseeable future. To the extent that the Company is unable to source sufficient quantities of refrigerants or is unable to obtain refrigerants on commercially reasonable terms or experiences a decline in demand and/or price for refrigerants, the Company could realize reductions in refrigerant processing and possible loss of revenues, which would have a material adverse affect on operating results.

The Company is subject to various legal proceedings. The Company assesses the merit and potential liability associated with each of these proceedings. In addition, the Company estimates potential liability, if any, related to these matters. To the extent that these estimates are not accurate, or circumstances change in the future, the Company could realize liabilities, which would have a material adverse effect on operating results and its financial position.

Page 8

Impairment of long-lived assets and long-lived assets to be disposed of

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell.

Recent accounting pronouncements

In September 2006, the Financial Accounting Standards Board ("FASB") issued FASB statement No. 157 ("SFAS No. 157"), "Fair Value Measurements," which establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The FASB agreed to defer the effective date of Statement 157 for one year for non-financial assets and non-financial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. There is no deferral for financial assets and financial liabilities, nor for the rare non-financial assets and non-finan cial liabilities that are remeasured at fair value at least annually.  The adoption of SFAS No. 157 did not have a material impact on the Company's results of operations or its financial position.

In December 2007, the FASB issued Statement No. 141 (revised 2007), "Business Combinations" ("FAS 141"). FAS No. 141 (revised 2007) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. This standard also requires the fair value measurement of certain other assets and liabilities related to the acquisition such as contingencies. FAS 141 (revised 2007) applies prospectively to business combinations and is effective for fiscal years beginning on or after December 15, 2008.

In June 2008, the Emerging Issues Task Force of the FASB published EITF Issue 07-5 "Determining Whether an Instrument is Indexed to an Entity's Own Stock" ("EITF 07-5") to address concerns regarding the meaning of "indexed to an entity's own stock" contained in FAS Statement 133 "Accounting for Derivative Instruments and Hedging Activities". This related to the determination of whether a freestanding equity-linked instrument should be classified as equity or debt. If an instrument is classified as debt, it is valued at fair value, and this value is remeasured on an ongoing basis, with changes recorded in earnings in each reporting period. EITF 07-5 is effective for years beginning after December 15, 2008 and earlier adoption is not permitted. Adoption of EITF 07-5 did not have a financial statement impact on the Company.

Reclassification

Certain prior period amounts have been reclassified to conform to the current year presentation.

Note 2 - Share-based compensation

Share-based compensation represents the cost related to share-based awards, typically stock options, granted to employees, non-employees, officers and directors. Share-based compensation is measured at grant date, based on the estimated fair value of the award, and such amount is charged to compensation expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. For the three month period ended March 31, 2009 and 2008, the share-based compensation expense of $6,000 and none respectively, is reflected in general and administrative expenses in the consolidated statements of operations.

Share-based awards have historically been stock options issued pursuant to the terms of the Company's 1994, and 1997 stock option plans and the Company's 2004 and 2008 stock incentive (the "Plans"), described below. The Plans may be administered by the Board of Directors or the Compensation and Stock Option Committee of the Board, or by another committee appointed by the Board from among its members as provided in the Plans. Presently, the Plans are administered by a committee consisting of non-employee directors. As of March 31, 2009, the Plans authorized the issuance of stock options to purchase 5,500,000 shares of the Company's Common stock and, as of March 31, 2009 there were 3,360,000 shares of the Company's Common stock available for issuance for future stock option grants.

Stock options are awards, which allow the recipient to purchase shares of the Company's common stock at a fixed price, are typically granted at an exercise price equal to the Company's stock price at the date of grant. Typically, the Company's stock option awards have generally vested from immediately to two years from the grant date and have had a contractual term ranging from five to ten years.

Page 9

During the three month period ended March 31, 2009 and 2008, the Company issued none and 180,000 stock options, respectively, and the fair value of these awards was none and $96,000, respectively. At March 31, 2009, there was $68,000 of unrecognized compensation cost related to non-vested previously granted option awards.

Effective October 31, 1994, the Company adopted an Employee Stock Option Plan ("1994 Plan") pursuant to which 725,000 shares of common stock were reserved for issuance upon the exercise of options designated as either (i) options intended to constitute incentive stock options ("ISOs") under the Internal Revenue Code of 1986, as amended, ("Code") or (ii) nonqualified options. ISOs could be granted under the 1994 Plan to employees and officers of the Company. Non-qualified options could be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Effective November 1, 2004, the Company's ability to grant options under the 1994 Plan expired.

Effective July 25, 1997, the Company adopted its 1997 Employee Stock Option Plan, which was amended on August 19, 1999, ("1997 Plan") pursuant to which 2,000,000 shares of common stock were reserved for issuance upon the exercise of options designated as either (i) ISOs under the Code, or (ii) nonqualified options. ISOs may be granted under the 1997 Plan to employees and officers of the Company. Non-qualified options may be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Stock appreciation rights may also be issued in tandem with stock options. Effective September 11, 2007, the Company's ability to grant options or stock appreciation rights under the 1997 Plan expired.

Effective September 10, 2004, the Company adopted its 2004 Stock Incentive Plan ("2004 Plan") pursuant to which 2,500,000 shares of common stock are currently reserved for issuance upon the exercise of options, designated as either (i) ISOs under the Code or (ii) nonqualified options, restricted stock, deferred stock or other stock-based awards. ISOs may be granted under the 2004 Plan to employees and officers of the Company. Non qualified options, restricted stock, deferred stock or other stock-based awards may be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Stock appreciation rights may also be issued in tandem with stock options. Unless the 2004 Plan is sooner terminated, the ability to grant options or other awards under the 2004 Plan will expire on September 10, 2014.

Options granted under the 2004 Plan may not be granted at a price less than the fair market value of the common stock on the date of grant (or 110% of fair market value in the case of persons holding 10% or more of the voting stock of the Company). Non-qualified options granted under the 2004 Plan may not be granted at a price less than the fair market value of the common stock. Options granted under the 2004 Plan expire not more than ten years from the date of grant (five years in the case of ISOs granted to persons holding 10% or more of the voting stock of the Company).

Effective August 27, 2008, the Company adopted its 2008 Stock Incentive Plan ("2008 Plan") pursuant to which 3,000,000 shares of common stock are currently reserved for issuance upon the exercise of options, designated as either (i) ISOs under the Code or (ii) nonqualified options, restricted stock, deferred stock or other stock-based awards. ISOs may be granted under the 2008 Plan to employees and officers of the Company. Non qualified options, restricted stock, deferred stock or other stock-based awards may be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Stock appreciation rights may also be issued in tandem with stock options. Unless the 2008 Plan is sooner terminated, the ability to grant options or other awards under the 2008 Plan will expire on August 27, 2018.

Options granted under the 2008 Plan may not be granted at a price less than the fair market value of the common stock on the date of grant (or 110% of fair market value in the case of persons holding 10% or more of the voting stock of the Company). Non-qualified options granted under the 2008 Plan may not be granted at a price less than the fair market value of the common stock. Options granted under the 2008 Plan expire not more than ten years from the date of grant (five years in the case of ISOs granted to persons holding 10% or more of the voting stock of the Company).

All stock options have been granted to employees and non-employees at exercise prices equal to or in excess of the market value on the date of the grant.

The Company determines the fair value of shared based awards at the grant date by using the Black-Scholes option-pricing model, and is incorporating the simplified method to compute expected lives of share based awards with the following weighted-average assumptions:

Page 10

Three Month Period Ended March 31,		2009	2008
Assumptions
	Dividend Yield	0 %	0 %
	Risk free interest rate	1.7% to 2.9%	2.9%
	Expected volatility	52% to 55%	55%
	Expected lives	2 to 5 years	5 years

A summary of the status of the Company's Plans as of December 31, 2008 and March 31, 2009 and changes for the years ending on those dates is presented below:

Stock Option Plan Grants	Shares	Weighted Average Exercise Price
Outstanding at December 31, 2007	3,009,643	$1.15
Granted	220,000	$1.44
Forfeited	(60,000)	$1.09
Exercised	(309,800)	$0.97
Outstanding at December 31, 2008	2,859,843	$1.19
Exercised	(5,000)	$1.13
Outstanding at March 31, 2009	2,854,843	$1.19
	==========	=====

The following is the weighted average contractual life in years and the weighted average exercise price at March 31, 2009 of:

		Weighted Average
	Number of	Remaining	Weighted Average
	Options	Contractual Life	Exercise Price
Options outstanding	2,854,843	6 years	$1.19
Options vested	2,773,367	6 years	$1.14

The following is the intrinsic value at March 31, 2009 of:

Options outstanding	$1,120,000
Options vested	$ 5,000
Options exercised	$ 6,000

The intrinsic value of options exercised during the year ended December 31, 2008 was $496,000

The following is the weighted average fair value for the three month period ended March 31, 2009 of:

Options granted	None
Options vested	$1.14

Page 11

Note 3 - Debt

On April 17, 2008, Hudson amended its credit facility with Keltic Financial Partners, LLP ("Keltic") and secured participation from Bridge Healthcare Financial, LLC ("Bridge") to provide for borrowings up to $15,000,000. On March 20, 2009, the facility was temporarily increased to $17,000,000 and effective July 15, 2009 the facility will return to $15,000,000. The facility consists of a revolving line of credit and term loans, which expires on June 20, 2011. Advances under the revolving line of credit are limited to (i) 85% of eligible trade accounts receivable and (ii) 55% of eligible inventory. Advances available to Hudson under the A and B term loans may not exceed $2,500,000 and $4,500,000, respectively. At March 31, 2009, the facility bore interest at 6.5%. Substantially all of Hudson's assets are pledged as collateral for its obligations to Keltic and Bridge under the credit facility. In addition, among other things, the agreement restricts Hudson's ability to declare or pay any cash dividends on its capital stock. As of March 31, 2009, Hudson had in the aggregate $11,829,000 of borrowings outstanding and $27,000 available for borrowing under the revolving line of credit. In addition, as of March 31, 2009, the Company had $5,250,000 of borrowings outstanding under the A and B term loans with Keltic and Bridge.

In connection with the amendment to the credit facility, the Company issued 66,667 five-year common stock purchase warrants to Keltic exercisable at $1.88 per share, and issued 33,333 five-year common stock purchase warrants to Bridge exercisable at $1.88 per share. The Company utilizes the Black-Scholes pricing model to compute the fair value of the 100,000 stock purchase warrants. The $74,000, representing fair value of the warrants, is being amortized over the life of the credit facility and as of March 31, 2009 there was $49,000 unamortized debt cost, which is included in other assets on the balance sheet.

On March 20, 2009, the Company borrowed $1,000,000 from a non-affiliate individual for a period of six months at an interest rate of 10% per annum. These borrowings were subordinated to the credit facility with Keltic and Bridge.

On March 26, 2009, the Company borrowed $1,000,000 from a related party for a period of six months at an interest rate of 10% per annum. These borrowings were subordinated to the credit facility with Keltic and Bridge.

Page 12

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995

Certain statements contained in this section and elsewhere in this Form 10-Q constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, changes in the demand and price for refrigerants (including unfavorable market conditions adversely affecting the demand for, and the price of refrigerants), the Company's ability to source CFC and non-CFC based refrigerants, regulatory and economic factors, seasonality, competition, litigation, the nature of supplier or customer arrangements that become available to the Company in the future, adverse weather conditions, possible te chnological obsolescence of existing products and services, possible reduction in the carrying value of long-lived assets, estimates of the useful life of its assets, potential environmental liability, customer concentration, the ability to obtain financing, and other risks detailed in this report and in the Company's other periodic reports filed with the Securities and Exchange Commission ("SEC"). The words "believe", "expect", "anticipate", "may", "plan", "should" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Critical Accounting Policies

The Company's discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Several of the Company's accounting policies involve significant judgments, uncertainties and estimations. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. To the extent that actual results diffe r from management's judgments and estimates, there could be a material adverse effect on the Company. On a continuous basis, the Company evaluates its estimates, including, but not limited to, those estimates related to its allowance for doubtful accounts, inventory reserves, valuation allowance for the deferred tax assets relating to its NOL's and commitments and contingencies. With respect to accounts receivable, the Company estimates the necessary allowance for doubtful accounts based on both historical and anticipated trends of payment history and the ability of the customer to fulfill its obligations. For inventory, the Company evaluates both current and anticipated sales prices of its products to determine if a write down of inventory to net realizable value is necessary. In determining the Company's valuation allowance for its deferred tax assets, the Company assesses its ability to generate taxable income in the future. The Company utilizes both internal and external sources to evaluate potential cur rent and future liabilities for various commitments and contingencies. In the event that the assumptions or conditions change in the future, the estimates could differ from the original estimates.

Overview

The Company has created and developed a service offering known as RefrigerantSide® Services. RefrigerantSide® Services are sold to contractors and end-users whose refrigeration systems are used in commercial air conditioning and industrial processing. These services are offered in addition to refrigerant sales and the Company's traditional refrigerant management services, which consist primarily of reclamation of refrigerants. The Company has created a network of service depots that provide a full range of the Company's RefrigerantSide® Services to facilitate the growth and development of its service offerings.

The Company focuses its sales and marketing efforts for its RefrigerantSide® Services on customers who the Company believes most readily appreciate and understand the value that is provided by its RefrigerantSide® Services offering. In pursuing its sales and marketing strategy, the Company offers its RefrigerantSide® Services to customers in the following industries; petrochemical, pharmaceutical, industrial power, manufacturing, commercial facility and property management and maritime. In addition, the Company has expanded its service offering outside of the United States through a strategic alliance with The Linde Group. The Company may incur additional expenses as it develops its RefrigerantSide® Services offering.

Sales of refrigerants continue to represent a significant portion of the Company's revenues. Certain of the Company's refrigerant sales are CFC based refrigerants, which are no longer manufactured. The demand for CFC based refrigerants has and will continue to decrease as equipment that utilizes non-CFC based refrigerants displaces those units that utilize CFC based refrigerants. The Company has increased its refrigerant sales from non-CFC based refrigerants, including HCFC and HFC refrigerants. The Act limits the production of HCFC refrigerants, which production was further limited in January 2004. Federal regulations enacted in January 2004 also imposed limitations on the importation of certain HCFC refrigerants. Under the Act, production of certain HCFC refrigerants is scheduled to be phased out during the period 2010 through 2020, and production of all

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HCFC refrigerants is scheduled to be phased out by the year 2030. To the extent that the Company is unable to source CFC based or non-CFC based refrigerants on commercially reasonable terms or at all, or the demand for CFC based or non-CFC based refrigerants decreases, the Company's financial condition and results of operations could be materially adversely affected.

Results of Operations

Three Month Period ended March 31, 2009 as compared to the year ended March 31, 2008

Revenues for the three month period ended March 31, 2009 were $6,583,000, a decrease of $4,783,000 or 42% from the $11,366,000 reported during the comparable 2008 period. The decrease in revenues was primarily attributable to a decrease in refrigerant revenues of $4,690,000 and a decrease in RefrigerantSide® Services revenues of $93,000. The decrease in refrigerant revenues is primarily related to a decrease in the number of pounds sold. The decrease in RefrigerantSide® Services was primarily attributable to a decrease in the numbers of jobs completed when compared to the same period of 2008.

Cost of sales for the three month period ended March 31, 2009 was $5,459,000, a decrease of $2,311,000 or 30% from the $7,770,000 reported during the comparable 2008 period. The decrease in cost of sales was primarily due to the decrease in the number of pounds sold. As a percentage of sales, cost of sales was 83% of revenues for 2009, an increase from the 68% reported for the comparable 2008 period. The increase in cost of sales as a percentage of revenues was primarily attributable to an increase in the cost per pound of refrigerants sold.

Operating expenses for the three month period ended March 31, 2009 were $1,227,000 a decrease of $313,000 from the $1,540,000 reported during the comparable 2008 period. The decrease in operating expenses was primarily related to decreased payroll expenses and professional fees.

Other income (expense) for the three month period ended March 31, 2009 was ($341,000), compared to the ($253,000) reported during the comparable 2008 period. Other income (expense) includes interest expense of $341,000 and $254,000 for the comparable 2009 and 2008 periods, respectively. The increase in interest expense is primarily attributed to an increase in outstanding indebtedness.

Income tax expense (benefit) for the three month period ended March 31, 2009 and 2008 was ($169,000) and $52,000 respectively. The tax benefits associated with the Company's NOL's are recognized to the extent that the Company is expected to recognize taxable income in future periods.

Net loss for the three month period ended March 31, 2009 was ($275,000) compared to net income of $1,751,000 net loss reported during the comparable 2008 period. The decrease in net income in the 2009 period was primarily due to a decrease in gross profit from refrigerant revenues, partially offset by a decrease in payroll expense and professional fees and by an increase in the income tax benefit recorded in 2009.

Liquidity and Capital Resources

At March 31, 2009, the Company had working capital, which represents current assets less current liabilities, of $10,508,000 a decrease of $591,000 from the working capital of $11,099,000 at December 31, 2008. The decrease in working capital is primarily attributable to net loss during the 2009 period.

Inventory and trade receivables are principal components of current assets. At March 31, 2009, the Company had inventories of $21,908,000 a decrease of $1,705,000 or 7% from the $23,613,000 at December 31, 2008. The decrease in the inventory balance is due to the timing and availability of inventory purchases and the sale of refrigerants. The Company's ability to sell and replace its inventory on a timely basis and the prices at which it can be sold are subject, among other things, to current market conditions and the nature of supplier or customer arrangements and the Company's ability to source CFC based refrigerants, which are no longer being manufactured or non-CFC based refrigerants. At March 31, 2009, the Company had trade receivables, net of allowance for doubtful accounts of $4,828,000 an increase of $3,097,000 from the $1,731,000 at December 31, 2008. The Company's trade receivables are concentrated with various wholesalers, brokers, contractors and end-users within the refrigerat ion industry that are primarily located in the continental United States.

The Company has historically financed its working capital requirements through cash flows from operations, the issuance of debt and equity securities, and bank borrowings.

Net cash used by operating activities for the three month period ended March 31, 2009, was $3,332,000 compared with net cash used by operating activities of $848,000 for the comparable 2008 period. Net cash used by operating activities for the 2009 period was primarily attributable to an increase in accounts receivable of $3,101,000 and a reduction in accounts payable of $1,665,000 partially offset by a decrease in inventory of $1,705,000.

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Net cash used by investing activities for the three month period ended March 31, 2009, was $200,000 compared with net cash used by investing activities of $101,000 for the prior comparable 2008 period. The net cash used by investing activities for the 2009 period was primarily related to investment in general purpose equipment and purchase of land in Champaign, Illinois.

Net cash provided by financing activities for the three month period ended March 31, 2009, was $6,174,000 compared with net cash provided by financing activities of $1,462,000 for the comparable 2008 period. The net cash provided by financing activities for the 2009 period was due to borrowings under the Company's revolving line of credit and proceeds from additional indebtedness partially offset by repayments of long term debt.

At March 31, 2009, the Company had cash and cash equivalents of $2,856,000. The Company continues to assess its capital expenditure needs. The Company may, to the extent necessary, continue to utilize its cash balances to purchase equipment primarily for its operations. The Company estimates that the total capital expenditures for 2009 will be approximately $600,000.

The following is a summary of the Company's significant contractual cash obligations for the periods indicated that existed as of March 31, 2009 (in 000's):

		Twelve Month Period ended March 31,
						2014
		2010	2011	2012	2013	and after	Total
Long and short term debt and capital lease		$16,227	$2,288	$4,582	$ --	$ --	$23,097
	obligations (1) & (2)
Operating leases		636	522	429	110	28	1,725
Total contractual cash obligations		$16,863	$2,810	$5,011	$110	$ 28	$24,822
		=======	======	======	======	======	======

____________

(1) The contractual cash obligations included in the table includes both principal and estimated interest payments. The estimated interest payments on revolving debt are based primarily on the interest rates in effect and the outstanding revolving debt obligation as March 31, 2009.

(2) Long and short term debt and capital lease obligations include payment of obligations of outstanding principal amounts of debt as of March 31, 2009 and estimated future interest payments on the outstanding principal amounts under the Company's credit facility with Keltic and Bridge, which expires on June 20, 2011.

On June 26, 2007, the Company entered into a credit facility with Keltic and on April 17, 2008, Hudson amended its credit facility with Keltic and secured participation from Bridge to provide for borrowings up to $15,000,000. On March 20, 2009, the facility was temporarily increased to $17,000,000 and effective July 15, 2009, the facility will return to $15,000,000. The facility consists of a revolving line of credit and term loans, which expires on June 20, 2011. Advances under the revolving line of credit are limited to (i) 85% of eligible trade accounts receivable and (ii) 55% of eligible inventory. Advances available to Hudson under the A and B term loans may not exceed $2,500,000 and $4,500,000, respectively. At March 31, 2009, the facility bore interest at 6.5%. Substantially all of Hudson's assets are pledged as collateral for its obligations to Keltic and Bridge under the credit facility. In addition, among other things, the agreement restricts Hudson's ability to decl are or pay any cash dividends on its capital stock. As of March 31, 2009, Hudson had in the aggregate $11,829,000 of borrowings outstanding and $27,000 available for borrowing under the revolving line of credit. In addition, as of March 31, 2009, the Company had $5,250,000 of borrowings outstanding under the A and B term loans with Keltic and Bridge.

In connection with the amendment to the credit facility, the Company issued 66,667 five-year common stock purchase warrants to Keltic exercisable at $1.88 per share, and issued 33,333 five-year common stock purchase warrants to Bridge exercisable at $1.88 per share. The fair value of the warrants was $74,000 and such amount is amortized over the life of the credit facility.

On March 20, 2009, the Company borrowed $1,000,000 from a non-affiliate individual for a period of six months at an interest rate of 10% per annum. These borrowings were subordinated to the credit facility with Keltic and Bridge.

On March 26, 2009, the Company borrowed $1,000,000 from a related party for a period of six months at an interest rate of 10% per annum. These borrowings were subordinated to the credit facility with Keltic and Bridge.

In May 2005, the Company purchased its Champaign, Illinois facility for a total purchase price of $999,999. The Company financed the purchase with a 15 year amortizing loan in the amount of $945,000 with a balloon payment due on June 1, 2012. The note bears interest at 7% for the first five years and then adjusts annually based on prime plus 2%.

Page 15

In April 2008, the Company purchased approximately 5 acres of vacant land immediately adjacent to its Champaign, Illinois facility for a total purchase price of $300,000. The Company financed the purchase with a 15 year amortizing loan in the amount of $300,000 with a balloon payment due on June 1, 2012. The note bears interest at the fixed rate of 6.7% over the entire term of the note.

The Company believes that it will be able to satisfy its working capital requirements for the foreseeable future from anticipated cash flows from operations and available funds under its existing credit facility. Any unanticipated expenses, including, but not limited to, an increase in the cost of refrigerants purchased by the Company, an increase in operating expenses or failure to achieve expected revenues from the Company's RefrigerantSide® Services and/or refrigerant sales or additional expansion or acquisition costs that may arise in the future would adversely affect the Company's future capital needs. There can be no assurances that the Company's proposed or future plans will be successful, and as such, the Company may require additional capital sooner than anticipated, which capital may not be available.

Inflation

Inflation has not historically had a material impact on the Company's operations.

Reliance on Suppliers and Customers

The Company's financial performance and its ability to sell refrigerants is in part dependent on its ability to obtain sufficient quantities of virgin, non-CFC based refrigerants, and of reclaimable, primarily CFC based, refrigerants from manufacturers, wholesalers, distributors, bulk gas brokers, and from other sources within the air conditioning, refrigeration and automotive aftermarket industries, and on corresponding demand for refrigerants. The Company's refrigerant sales include CFC based refrigerants, which are no longer manufactured. Additionally, the Company's refrigerant sales include non-CFC based refrigerants, including HCFC refrigerants, which are the most widely used refrigerants. Effective January 1, 1996, the Act limits the production of HCFC refrigerants, which production was further limited in January 2004. Federal regulations enacted in January 2004 also imposed limitations on the importation of certain HCFC refrigerants. Under the Act, production of certain HCFC ref rigerants is scheduled to be phased out by the year 2020 and production of all HCFC refrigerants is scheduled to be phased out by the year 2030. The limitations imposed by and under the Act, may limit supplies of virgin refrigerants for the foreseeable future or cause a significant increase in the price of virgin HCFC refrigerants. To the extent the Company is unable to source sufficient quantities of virgin or reclaimable refrigerants in the future, or resell refrigerants at a profit, the Company's financial condition and results of operations would be materially adversely affected.

For the three month period ended March 31, 2009, one customer accounted for approximately 11% of the Company's revenues. For the three month period ended March 31, 2008, one customer accounted for approximately 14% of the Company's revenues.

The loss of a principal customer or a decline in the economic prospects of and/or a reduction in purchases of the Company's products or services by any such customer could have a material adverse effect on the Company's financial position and results of operations.

Seasonality and Fluctuations in Operating Results

The Company's operating results vary from period to period as a result of weather conditions, requirements of potential customers, non-recurring refrigerant and service sales, availability and price of refrigerant products (virgin or reclaimable), changes in reclamation technology and regulations, timing in introduction and/or retrofit or replacement of CFC and non CFC based refrigeration equipment, the rate of expansion of the Company's operations, and by other factors. The Company's business is seasonal in nature with peak sales of refrigerants occurring in the first half of each year. During past years, the seasonal decrease in sales of refrigerants has resulted in losses particularly in the fourth quarter of the year. Delays or inability in securing adequate supplies of refrigerants at peak demand periods, lack of refrigerant demand, increased expenses, declining refrigerant prices and a loss of a principal customer could result in significant losses. There can be no assurance that the foregoing factors will not occur and result in a material adverse effect on the Company's financial position and significant losses. The Company believes that there is a similar seasonal element to RefrigerantSide® Service revenues as refrigerant sales. The Company is continuing to assess its RefrigerantSide® Service revenues seasonal trend.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standard Board ("FASB") issued FASB statement No. 157 ("SFAS No. 157,") "Fair Value Measurements," which establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The FASB agreed to defer the effective date of SFAS No.157 for one year for non-financial assets and non-financial

Page 16

liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. There is no deferral for financial assets and financial liabilities, nor for the rare non-financial assets and non-financial liabilities that are remeasured at fair value at least annually.  The adoption of SFAS No. 157 did not have a material impact on the Company's results of operations or its financial position.

In December 2007, the FASB issued Statement No. 141 (revised 2007), "Business Combinations" ("FAS 141"). FAS No. 141 (revised 2007) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with the goodwill being the excess value over the net identifiable assets acquired. This standard also requires the fair value measurement of certain other assets and liabilities related to the acquisition such as contingencies. FAS 141 (revised 2007) applies prospectively to business combinations and is effective for fiscal years beginning on or after December 15, 2008.

In June 2008, the Emerging Issues Task Force of the FASB published EITF Issue 07-5 "Determining Whether an Instrument Is Indexed to an Entity's Own Stock" ("EITF 07-5") to address concerns regarding the meaning of "indexed to an entity's own stock" contained in FASB Statement 133 "Accounting for Derivative Instruments and Hedging Activities". This related to the determination of whether a freestanding equity-linked instrument should be classified as equity or debt. If an instrument is classified as debt, it is valued at fair value, and this value is remeasured on an ongoing basis, with changes recorded in earnings in each reporting period. EITF 07-5 is effective for years beginning after December 15, 2008 and earlier adoption is not permitted. Adoption of EITF 07-5 did not have a financial statement impact on the Company.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

Not Applicable

Item 4 - Controls and Procedures

Disclosure Controls and Procedures

The Company, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow t imely decisions regarding required disclosure. Because of the inherent limitations in all control systems, any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Furthermore, the Company's controls and procedures can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control, and misstatements due to error or fraud may occur and not be detected on a timely basis.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) in the quarter March 31, 2009 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Page 17

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

For information regarding pending legal matters, refer to the Legal Proceedings Section in Part I, Item 3 of the Company's Form 10-K for the year ended December 31, 2008.

Item 4 - Submission of Matters to a Vote of Security Holders

None

Item 6 - Exhibits

The following exhibits are attached to this report:

10.1 Third Amendment to Amended and Restarted Loan Agreement among Hudson Technologies Company, Keltic Financial Partners, L.P. and Bridge Healthcare Finance, LLC, dated March 20, 2009.

10.2 Note Purchase Agreement between Hudson Technologies Company and Richard Parrillo, dated March 19, 2009 and executed March 20, 2009.

10.3 10% Secured Subordinated Promissory Note of the Company in the amount of $1,000,000, dated March 26, 2009 issued in favor of Richard Parrillo.

10.4 General Security Agreement between Hudson Technologies Company and Richard Parrillo, dated March 19, 2009 and executed March 20, 2009.

10.5 Subordination and Intercreditor Agreement among Richard Parrillo, Keltic Financial Partners, L.P., Bridge Healthcare Finance, LLC and Hudson Technologies Company, dated March 26, 2009.

10.6 Note Purchase Agreement between Hudson Technologies Company and Catherine Zugibe, dated March 26, 2009.

10.7 10% Secured Subordinated Promissory Note of the Company in the amount of $1,000,000, dated March 26, 2009 issued in favor of Catherine Zugibe.

10.8 General Security Agreement between Hudson Technologies Company and Catherine Zugibe, dated March 26, 2009.

10.9 Subordination and Intercreditor Agreement between Catherine Zugibe, Keltic Financial Partners, L.P., Bridge Healthcare Finance, LLC and Hudson Technologies Company, dated March 26, 2009.

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Page 18

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed in its behalf by the undersigned, thereunto duly authorized.

HUDSON TECHNOLOGIES, INC.

By:	/s/ Kevin J. Zugibe	May 6, 2009
	Kevin J. Zugibe	Date
	Chairman and
	Chief Executive Officer

By:	/s/ James R. Buscemi	May 6, 2009
	James R. Buscemi	Date
	Chief Financial Officer

Page 19

Exhibit Index

Number Exhibit Title

10.1 Third Amendment to Amended and Restarted Loan Agreement among Hudson Technologies Company, Keltic Financial Partners, L.P. and Bridge Healthcare Finance, LLC, dated March 20, 2009.

10.2 Note Purchase Agreement between Hudson Technologies Company and Richard Parrillo, dated March 19, 2009 and executed March 20, 2009.

10.3 10% Secured Subordinated Promissory Note of the Company in the amount of $1,000,000, dated March 26, 2009 issued in favor of Richard Parrillo.

10.4 General Security Agreement between Hudson Technologies Company and Richard Parrillo, dated March 19, 2009 and executed March 20, 2009.

10.5 Subordination and Intercreditor Agreement among Richard Parrillo, Keltic Financial Partners, L.P., Bridge Healthcare Finance, LLC and Hudson Technologies Company, dated March 26, 2009.

10.6 Note Purchase Agreement between Hudson Technologies Company and Catherine Zugibe, dated March 26, 2009.

10.7 10% Secured Subordinated Promissory Note of the Company in the amount of $1,000,000, dated March 26, 2009 issued in favor of Catherine Zugibe.

10.8 General Security Agreement between Hudson Technologies Company and Catherine Zugibe, dated March 26, 2009.

10.9 Subordination and Intercreditor Agreement between Catherine Zugibe, Keltic Financial Partners, L.P., Bridge Healthcare Finance, LLC and Hudson Technologies Company, dated March 26, 2009.

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO

AMENDED AND RESTATED LOAN AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 20th, 2009 (this "Amendment"), is made by and among Keltic Financial Partners, LP, a Delaware limited partnership ("Keltic"), and Bridge Healthcare Finance, LLC, a Delaware limited liability company ("Bridge", and together with Keltic, individually and collectively, "Lender"), and Hudson Technologies Company, a Tennessee corporation ("Borrower").

WITNESSETH

WHEREAS, Borrower and Keltic are parties to that certain Amended and Restated Loan Agreement, dated as of June 26, 2007 (as it may be amended, restated, modified or supplemented from time to time, the "Loan Agreement"; capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement); and

WHEREAS, Borrower has requested that Lender agree to a temporary increase in the Maximum Facility to $17,000,000, which increase will be funded by Bridge, and Lender is willing to do so subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises, the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties do hereby agree as follows:

STATEMENT OF TERMS

1. Amendment. From the effective date of this Amendment through July 15, 2009, the Maximum Facility shall be increased by $2,000,000 to $17,000,000. The increase shall be funded by Bridge. Effective as of the close of business on July 15, 2009, such temporary increase shall be null and void, and the Maximum Facility shall be as set forth in that Second Amendment to Amended and Restated Loan Agreement dated April 17, 2008 between Borrower and Bridge.

2. Representations and Warranties. To induce Lender to enter into this Amendment, Borrower hereby represents and warrants to Lender as follows: (a) each representation and warranty set forth in the Loan Agreement is true and correct on and as of the date hereof ; (b) no Default or Event of Default has occurred and is continuing as of this date under the Loan Agreement or the other Loan Documents (c) Borrower has the power and is duly authorized to enter into, deliver and perform this Amendment and to perform its obligations under the Loan Agreement, as amended hereby; (d) each of this Amendment and the Loan Agreement, as amended hereby, constitutes the legal, valid and binding obligation of Borrower enforceable against it in accordance with its terms; and (e) that since June 26, 2007 there have been no liens, encumbrances, security interests or claims filed against or created in Borrower's owned property located at Champaign, Illinois.

3. Conditions Precedent to Effectiveness of this Amendment. The effectiveness of this Amendment is subject to the fulfillment of the following conditions precedent, each as determined by each Lender:

(a) Lender shall have received one or more counterparts of this Amendment duly executed and delivered by Borrower;

(b) Lender shall have received one or more counterparts of the Agreement and Consent of Guarantors attached to this Amendment duly executed and delivered by each such Guarantor;

(c) Bridge shall have received an Allonge to its Revolving Note increasing the principal amount thereof by $2,000,000 to $7,000,000, which Allonge shall be null and void as of the close of business on July 15, 2009;

(d) Keltic and Bridge shall have entered into an amendment to that certain Assignment and Assumption Agreement dated April 17, 2008, and such other agreements relating thereto as such parties require; and

(e) Lender shall have received such other agreements, documents, certificates and instruments as Lender may reasonably require.

4. Intentionally Left Blank.

5. Continuing Effect of Loan Agreement. Except as expressly amended and modified hereby, the provisions of the Loan Agreement and the Liens granted hereunder, are and shall remain in full force and effect, and are hereby ratified and confirmed by Borrower.

6. Release. In consideration of the agreements of Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and each Guarantor, on behalf of itself/himself and its/his successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims , defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower and/or such Guarantor or any of its/his successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, the Guaranty or any of the other Loan Documents or transactions, course of performance or course of dealing thereunder or related thereto; provided, however, that nothing herein shall release Lender from its obligations to Borrower under the terms of this Amendment.

7. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature delivered by a party via facsimile shall be deemed to be an original signature hereto.

8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first specified above.

HUDSON TECHNOLOGIES COMPANY
By:	/s/ Brian F. Coleman
Name:	Brian F. Coleman
Title:	President and Chief Operating Officer

KELTIC FINANCIAL PARTNERS, LP
By	KELTIC FINANCIAL SERVICES LLC,
	its general partner

By:	/s/ John P. Reilly
Name:	John P. Reilly
Title:	President and Chief Executive Officer

BRIDGE HEALTHCARE FINANCE, LLC
By:	/s/ Kim Gordon
Name:	Kim Gordon
Title:	Executive Vice President and Chief Credit Officer

AGREEMENT AND CONSENT OF GUARANTORS

Each of the undersigned guarantors, intending to be legally bound, does hereby (a) agree to the provisions of Section 6 of the foregoing Amendment, (b) consent to the execution, delivery and performance of the within and foregoing Amendment, and (c) confirm and reaffirm, without setoff, counterclaim, deduction or other claim of avoidance of any nature, the continuing effect of such guarantor's guaranty of the Obligations after giving effect to the foregoing Amendment.

HUDSON TECHNOLOGIES, INC.

By: /s/ Brian F. Coleman

Name: Brian F. Coleman

Title: President

HUDSON HOLDINGS, INC.

By: /s/ Brian F. Coleman

Name: Brian F. Coleman

Title: President

Dated: March 20, 2009

EX-10.2

Exhibit 10.2

NOTE PURCHASE AGREEMENT

Hudson Technologies, Inc.

PO Box 1541, One Blue Hill Plaza

Pearl River, NY 10965

Gentlemen:

This Agreement, dated March 19, 2009, sets forth the agreement of Hudson Technologies, Inc. (the "Company") and Richard Parrillo (the "Purchaser") with respect to the purchase by the Purchaser from the Company of an aggregate of $1,000,000 principal amount of a 10% Secured Subordinated Promissory Note (the "Note") for a purchase price of $1,000,000.

The Company hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the principal amount of the Note, the form of which is attached hereto as Exhibit A

In order to induce the Company to sell the Note hereunder, the Purchaser hereby represents and warrants to, and covenants with, the Company as follows:

The Purchaser understands that (A) the transaction in which the Company is selling and the Purchaser is acquiring the Note has not been registered under the Securities Act of 1933, as amended (the "Act"), or the securities laws of any state, based upon applicable exemptions from such registration requirements; (B) the interest of the Purchaser in the Note may not be sold or otherwise transferred by the Purchaser unless the Note has been first registered under the Act and any applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said sale or transfer; and (C) the Company is under no obligation to register the Note under the Act or any state securities laws or to make any exemption from registration available to the Purchaser;

The Purchaser is acquiring the Note solely for the account of the Purchaser for investment purposes and not with a view to distribution;

The Purchaser agrees that he will not sell, transfer, hypothecate or otherwise dispose of any interest in the Note other than pursuant to an effective registration statement under the Act unless prior thereto the Company receives either an opinion of the Company's counsel or counsel for the Purchaser reasonably acceptable to the Company, in form and substance reasonably acceptable to the Company, that the proposed transaction is exempt from the registration provisions of the Act and the registration provisions of all applicable state securities laws.

The Purchaser has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks involved in the purchase of the Note;

The Purchaser represents that he is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Act;

The Purchaser has received or had access to and has reviewed the Company's Annual Report on Form 10-K for the year ended December 31, 2008 and any Current Reports on Form 8-K filed by the Company since December 31, 2008 and the Purchaser understands that, in addition to the risks relating to the Company set forth in the foregoing reports filed by the Company with the Securities and Exchange Commission, an investment in the Note is subject to the following additional risks:

• the offering price and other terms of the Note do not necessarily bear any relationship to the value of the Company's assets, its net worth and its results of operations or any other established criteria of value.
• Payment of principal and interest under the Note is subordinated and subject to the prior rights of Keltic Financial Partners LP and Bridge Healthcare Finance, LLC, (collectively, "Keltic") and to any additional debt that the Company has issued or may issue that ranks senior to the Notes. Right of payment of principal and interest under the Note will rank pari passu with the holders of up to $1,000,000 principal amount of additional Notes that the Company is issuing on or about the date hereof and to any future Company debt that ranks pari passu with the Notes. The security interest granted to the Company to the Purchaser of the Notes pursuant to the Security Agreement (as defined in the Notes) will be pari passu with the holders of up to $1,000,000 principal amount of additional Notes that the Company is issuing on or about the date hereof, but will be subordinate to a first priority security interest held by Keltic, a continuing security interest held by Busey Bank and current security interests held by purchase money lenders with respect to certain assets of the Company. The Company may also issue additional debt after the date hereof that ranks senior to, or pari passu with, the Notes.
• the Company may not be able to meet its obligations relating to the Note.

The Purchaser has had a reasonable opportunity to ask questions of and receive answers from the Company, or a person or persons acting on behalf of the Company, concerning the Company and its financial condition, and all such questions, if any, have been answered to the full satisfaction of the Purchaser;

The Purchaser has full power and authority to execute and deliver this Agreement and to perform the obligations of the Purchaser hereunder, and this agreement is a legally binding obligation of the Purchaser in accordance with its terms.

Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns.

This Agreement and the documents referenced herein and in Exhibit A attached hereto contain the entire agreement of the parties and there are no representations, covenants or other agreements except as stated or referred to herein and therein.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles.

This Agreement may only be modified by a written instrument executed by the Purchaser and the Company.

All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or mailed by certified or registered mail, return receipt requested, postage prepaid, as provided in the Note.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above.

COMPANY:
HUDSON TECHNOLOGIES, INC.
By:	/s/ Kevin J. Zugibe
Name:	Kevin J. Zugibe
Title:	C.E.O.
Address:	One Blue Hill Plaza
	Pearl River, New York 10985

PURCHASER:
	/s/ Richard Parrillo
	Richard Parrillo

EXHIBIT A

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE ACT OR AN EXEMPTION FROM SUCH PROVISIONS.

THIS NOTE IS SUBJECT AND SUBORDINATE TO THE RIGHTS OF KELTIC FINANCIAL PARTNERS, LP AND BRIDGE HEALTHCARE FINANCE, LLC, PURSUANT TO A CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED MARCH 26, 2009.

HUDSON TECHNOLOGIES, INC.

10% SECURED SUBORDINATED PROMISSORY NOTE

$1,000,000.00	March 26, 2009
	Pearl River, New York

1. MAKER'S PROMISE TO PAY

FOR VALUE RECEIVED, Hudson Technologies, Inc., a New York Corporation having its principal offices located at PO Box 1541, One Blue Hill Plaza, Pearl River, New York (the "Maker") promises to pay to the order of Richard Parrillo (the "Payee") having an address at 163 Hooton Road, Mount Laurel, NJ 08054, at Payee's address set forth above (or at such other place as the holder of this Note may from time to time direct by notice in writing to Maker), the principal sum of One Million and 00/100 ($1,000,000.00) Dollars in such coin or currency of the United States as shall at the time be legal tender for the payment of public and private debts, on September 30, 2009 (the "Maturity Date") as evidenced by this instrument (the "Note"). The Payee, assignee or anyone entitled to receive payments under this Note shall be hereinafter referred to as the "Note Holder". This Note is one of a series of subordinated promissory notes being issued by the Company on or about March 26, 2009 pursuant to the Company in the aggregate principal amount of $ 2,000,000 (collectively, the "Notes").

2. INTEREST

Interest will be charged on the outstanding principal of this Note from time to time until the full amount of principal has been paid, at an annual rate of ten (10.00%) percent (the "Note Rate").

3. PAYMENTS
1. Interest accrued on the outstanding principal amount of this Note shall otherwise be payable monthly in arrears on the first day of each month commencing April 1, 2009 and continuing each month thereafter. Any and all unpaid interest shall be due and payable on the Maturity Date. The interest payable hereunder will not be added to the unpaid principal amount of the Note and will not accrue interest at the Note Rate.
2. Notwithstanding anything to the contrary contained in this Note, Maker shall not be obligated to pay, and the Note Holder shall not be entitled to charge, collect or receive, interest in excess of the maximum rate allowed by applicable law. During any period of time in which the interest rate specified herein exceeds such maximum rate, interest shall accrue and be payable at such maximum rate. Any amounts of interest collected by the Note Holder in excess of such maximum rate shall be deemed to apply to principal and all payments of interest and principal shall be recalculated to allow for such characterization.
3. All payments received on account of this Note shall be applied first to the payment of accrued interest on this Note, and then to the reduction of the unpaid principal balance of this Note. Interest shall be computed on the basis of a year of 360 days, for the actual number of days elapsed.
4. In the event that the date for payment of any amount payable under this Note falls due on a Saturday, Sunday or public holiday under the laws of the State of New York, then such payment shall be made on the first business day following the date on which such payment shall have so fallen due, without any interest or other payment in respect of such delay, with the same force and effect as if made on the date payment had originally fallen due.
4. MAKER'S RIGHT TO PREPAY

The Maker shall not have the right to prepay any part of this Note without the express written consent of the Payee.

5. MAKER'S FAILURE TO PAY AS REQUIRED

Not in limitation of any other right at law or in equity, upon the occurrence of any of the following events of default (each, an "Event of Default"), the unpaid principal amount of this Note shall become immediately due and payable by the Maker, together with the interest accrued thereon, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Maker:

1. The Maker's failure to make any payment of principal and/or interest due under this Note on the date the same is due;
2. The Maker's failure to keep and perform all promises, agreements, conditions and provisions of this Note, which, if such default does not involve the payment of money, is not cured within ten days; or
3. The Maker makes a general assignment for the benefit of creditors; or files a voluntary petition in bankruptcy, or a petition for reorganization, arrangement, composition, readjustment or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or not contesting the material allegations of a petition against it in any such proceeding; or admits in writing its inability to pay its debts as they become due; or permits an attachment to be made on any substantial part of Maker's property or assets; or if an involuntary petition in bankruptcy is filed against any obligor and not dismissed within sixty (60) days; or if a receiver or trustee is appointed for all or any part of the property and assets of any obligor.

Upon any such Event of Default all sums payable hereunder shall be immediately due and payable together with all reasonable expenses incurred by the Note Holder in the collection of this indebtedness resulting from such Event of Default, including, without limitation, the Note Holder's reasonable fees for one attorney of its choice for representation of the Note Holder in connection with the collection of such indebtedness.

6. REQUIRED NOTICES

Unless applicable law requires a different method, any notice required to be given to any of the parties hereto shall be in writing and shall be deemed to have been sufficiently given by delivering it or by mailing it by first class mail to such party at the address set forth above or any alternate address as provided by such party in writing.

7. SECURITY AND SUBORDINATION

This is the Note referred to in that certain Security Agreement between the Maker and the Payee, dated March 18, 2009 (the "Security Agreement"), and is entitled to the benefits of all of the terms and conditions and the security of all of the security interests and liens granted pursuant to the Security Agreement. This Note shall be subordinated to all indebtedness, liabilities and other obligations of the Company, whether now existing or hereinafter incurred, except that this Note shall rank pari passu with the other Notes and except to the extent expressly provided in agreements relating to any such indebtedness, liabilities and other obligations.

8. MISCELLANEOUS

a. No delay or omission by the Note Holder in exercising any right or power hereunder shall operate as a waiver of such right or power, and a waiver on one occasion shall not be construed as a waiver or a bar to the exercise of any right on any other occasion.

b. The rights and remedies of the Note Holder as provided in this Note shall be cumulative and concurrent, and may be pursued singly, successively, or together at the sole discretion of the Holder. The failure to exercise any such right or remedy shall in no event be construed as a waiver or release of said rights or remedies or of the right to exercise them at any time later.

c. None of the terms and conditions of this Note may be amended, modified or waived orally, but only in a writing signed by the Maker and the Note Holder.

d. This Note shall be governed by, and construed in accordance with, the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

e. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected hereby.

f. This Note shall be binding upon the Maker and the Maker's successors and assigns; provided that the Maker may not assign this Note without the Note Holder's consent.

IN WITNESS WHEREOF, this Note has been executed and delivered on the date first above written by the duly authorized representative of the Company.

HUDSON TECHNOLOGIES, INC.

By:__________________________

Name:

Title:

EX-10.3

Exhibit 10.3

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE ACT OR AN EXEMPTION FROM SUCH PROVISIONS.

THIS NOTE IS SUBJECT AND SUBORDINATE TO THE RIGHTS OF KELTIC FINANCIAL PARTNERS, LP AND BRIDGE HEALTHCARE FINANCE, LLC, PURSUANT TO A CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED MARCH 26, 2009.

THIS NOTE SUPERSEDES AND REPLACES THAT CERTAIN 10% SECURED SUBORDINATED PROMISSORY NOTE, DATED MARCH 19, 2009.

HUDSON TECHNOLOGIES, INC.

10% SECURED SUBORDINATED PROMISSORY NOTE

$1,000,000.00	March 26, 2009
	Pearl River, New York

1. MAKER'S PROMISE TO PAY

FOR VALUE RECEIVED, Hudson Technologies, Inc., a New York Corporation having its principal offices located at PO Box 1541, One Blue Hill Plaza, Pearl River, New York (the "Maker") promises to pay to the order of Richard Parrillo (the "Payee") having an address at 163 Hooton Road, Mount Laurel, NJ 08054, at Payee's address set forth above (or at such other place as the holder of this Note may from time to time direct by notice in writing to Maker), the principal sum of One Million and 00/100 ($1,000,000.00) Dollars in such coin or currency of the United States as shall at the time be legal tender for the payment of public and private debts, on September 30, 2009 (the "Maturity Date") as evidenced by this instrument (the "Note"). The Payee, assignee or anyone entitled to receive payments under this Note shall be hereinafter referred to as the "Note Holder". This Note is one of a series of subordinated promissory notes being issued by the Company on or about March 26, 2009 pursuant to the Company in the aggregate principal amount of $ 2,000,000 (collectively, the "Notes").

2. INTEREST

Interest will be charged on the outstanding principal of this Note from time to time until the full amount of principal has been paid, at an annual rate of ten (10.00%) percent (the "Note Rate").

3. PAYMENTS

a. Interest accrued on the outstanding principal amount of this Note shall otherwise be payable monthly in arrears on the first day of each month commencing April 1, 2009 and continuing each month thereafter. Any and all unpaid interest shall be due and payable on the Maturity Date. The interest payable hereunder will not be added to the unpaid principal amount of the Note and will not accrue interest at the Note Rate.

b. Notwithstanding anything to the contrary contained in this Note, Maker shall not be obligated to pay, and the Note Holder shall not be entitled to charge, collect or receive, interest in excess of the maximum rate allowed by applicable law. During any period of time in which the interest rate specified herein exceeds such maximum rate, interest shall accrue and be payable at such maximum rate. Any amounts of interest collected by the Note Holder in excess of such maximum rate shall be deemed to apply to principal and all payments of interest and principal shall be recalculated to allow for such characterization.

c. All payments received on account of this Note shall be applied first to the payment of accrued interest on this Note, and then to the reduction of the unpaid principal balance of this Note. Interest shall be computed on the basis of a year of 360 days, for the actual number of days elapsed.

d. In the event that the date for payment of any amount payable under this Note falls due on a Saturday, Sunday or public holiday under the laws of the State of New York, then such payment shall be made on the first business day following the date on which such payment shall have so fallen due, without any interest or other payment in respect of such delay, with the same force and effect as if made on the date payment had originally fallen due.

4. MAKER'S RIGHT TO PREPAY

The Maker shall not have the right to prepay any part of this Note without the express written consent of the Payee.

5. MAKER'S FAILURE TO PAY AS REQUIRED

Not in limitation of any other right at law or in equity, upon the occurrence of any of the following events of default (each, an "Event of Default"), the unpaid principal amount of this Note shall become immediately due and payable by the Maker, together with the interest accrued thereon, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Maker:

a. The Maker's failure to make any payment of principal and/or interest due under this Note on the date the same is due;

b. The Maker's failure to keep and perform all promises, agreements, conditions and provisions of this Note, which, if such default does not involve the payment of money, is not cured within ten days; or

c. The Maker makes a general assignment for the benefit of creditors; or files a voluntary petition in bankruptcy, or a petition for reorganization, arrangement, composition, readjustment or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or not contesting the material allegations of a petition against it in any such proceeding; or admits in writing its inability to pay its debts as they become due; or permits an attachment to be made on any substantial part of Maker's property or assets; or if an involuntary petition in bankruptcy is filed against any obligor and not dismissed within sixty (60) days; or if a receiver or trustee is appointed for all or any part of the property and assets of any obligor.

Upon any such Event of Default all sums payable hereunder shall be immediately due and payable together with all reasonable expenses incurred by the Note Holder in the collection of this indebtedness resulting from such Event of Default, including, without limitation, the Note Holder's reasonable fees for one attorney of its choice for representation of the Note Holder in connection with the collection of such indebtedness.

6. REQUIRED NOTICES

Unless applicable law requires a different method, any notice required to be given to any of the parties hereto shall be in writing and shall be deemed to have been sufficiently given by delivering it or by mailing it by first class mail to such party at the address set forth above or any alternate address as provided by such party in writing.

7. SECURITY AND SUBORDINATION

This is the Note referred to in that certain Security Agreement between the Maker and the Payee, dated March 18, 2009 (the "Security Agreement"), and is entitled to the benefits of all of the terms and conditions and the security of all of the security interests and liens granted pursuant to the Security Agreement. This Note shall be subordinated to all indebtedness, liabilities and other obligations of the Company, whether now existing or hereinafter incurred, except that this Note shall rank pari passu with the other Notes and except to the extent expressly provided in agreements relating to any such indebtedness, liabilities and other obligations.

8. MISCELLANEOUS

a. No delay or omission by the Note Holder in exercising any right or power hereunder shall operate as a waiver of such right or power, and a waiver on one occasion shall not be construed as a waiver or a bar to the exercise of any right on any other occasion.

b. The rights and remedies of the Note Holder as provided in this Note shall be cumulative and concurrent, and may be pursued singly, successively, or together at the sole discretion of the Holder. The failure to exercise any such right or remedy shall in no event be construed as a waiver or release of said rights or remedies or of the right to exercise them at any time later.

c. None of the terms and conditions of this Note may be amended, modified or waived orally, but only in a writing signed by the Maker and the Note Holder.

d. This Note shall be governed by, and construed in accordance with, the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

e. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected hereby.

f. This Note shall be binding upon the Maker and the Maker's successors and assigns; provided that the Maker may not assign this Note without the Note Holder's consent.

IN WITNESS WHEREOF, this Note has been executed and delivered on the date first above written by the duly authorized representative of the Company.

HUDSON TECHNOLOGIES, INC.
By:	/s/ Kevin J. Zugibe
Name:	Kevin J. Zugibe
Title:	C.E.O.

EX-10.4

Exhibit 10.4

GENERAL SECURITY AGREEMENT

This GENERAL SECURITY AGREEMENT is made this 19^th day of March 2009, between HUDSON TECHNOLOGIES COMPANY ("Debtor"), a corporation organized and existing pursuant to the laws of the State of Tennessee having an address at PO Box 1541, One Blue Hill Plaza, Pearl River, New York 10965 and RICHARD PARRILLO ("Lender"), whose address is 163 Hooton Road, Mount Laurel, NJ 08054

1. DEFINITIONS. All words and terms used in this Agreement shall have the meanings as set forth herein and where not otherwise defined herein shall be deemed to have the meanings as accorded to them in the Uniform Commercial Code as in effect from time to time ("UCC"). As used herein, the following terms shall have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):

1.1 "Agreement" shall mean this General Security Agreement.

1.2 "Collateral" shall have the meaning given to such term in Section 2.1 hereof.

1.3 "Equipment" shall mean all machinery, equipment, office machinery, furniture, fixtures, conveyors, tools, materials storage and handling equipment, molds, dies, stamps and other equipment of every kind and nature and wherever situated now or hereafter owned by Debtor or in which Debtor may have any interest (to the extent of such interest), together with all additions and accessions thereto, all replacements and all accessories and parts therefor, all manuals, blueprints, know-how, warranties and records in connection therewith, all rights against suppliers, warrantors, manufacturers, sellers or others in connection therewith, and together with all substitutes for any of the foregoing.

1.4 "Inventory" shall have the meaning given to such term in the UCC.

1.5 "Note" shall mean the 10% Secured Promissory Note dated the date hereof between the Debtor and Lender, as the same may be modified, amended, restated or replaced from time to time.

1.6 "Loan Documents" shall mean the Note, together with this Agreement and any and all other documents, instruments or agreements executed in connection therewith as the same may be modified, amended, restated or replaced from time to time.

1.7 "Person" shall mean an individual, partnership, limited liability company, limited liability partnership, corporation, joint venture, joint stock company, land trust, business trust or unincorporated organization, or a government agency or political subdivision thereof.

1.8 "Property" shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

2. SECURITY INTEREST.

2.1 Security Interest. To secure the prompt payment and performance of all of the obligations to Lender under the Note, Debtor hereby grants to Lender a lien and security interest in all of Debtor's right, title and interest in all Properties and rights in Properties, whether now owned or existing or hereafter created, acquired or arising and wheresoever located including, without limitation, the following (collectively, "Collateral"), which lien shall be expressly subject and subordinate to: i) the first priority lien and security interest held byKeltic Financial Partners, LP, a Delaware limited partnership ("Keltic"), and Bridge Healthcare Finance, LLC, pursuant to certain Amended and Restated Loan Agreement, dated as of June 26, 2007, as amended (the "Loan Agreement"); (ii) certain mortgages and mortgage notes in favor of Busey Bank secured by real property owned by Debtor in C hampaign, Illinois (the "Mortgages"); (iii) security interests held as the date hereof by certain purchase money lenders; and (iv) any future security interest obtained by purchase money lenders or other lenders with respect to assets of the Company (except to the extent that the agreements governing any future security interests expressly provide that such interests shall rank pari passu with, or junior to, the security interest of the Lender):

(a) All Equipment;

(b) All Inventory;

(c) All monies or other Property of any kind, now or at any time or times hereafter, in the possession or under the control of Lender or any affiliate of Lender or any representative, agent or correspondent of Lender;

2.2 Perfection. Debtor will execute and deliver to Lender such security agreements, assignments (including, without limitation, assignments of specific Receivables, Inventory and General Intangibles), and other papers as Lender may at any time or from time to time reasonably request that are required to perfect or protect the security interest granted hereby. Debtor will perform any and all steps that Lender may request to perfect Lender's security interest in Inventory, including, but without limitation, executing and filing financing or continuation statements in form and substance satisfactory to Lender and maintaining stock records. Debtor hereby appoints Lender as its attorney in fact to execute and deliver notices of lien, financing statements, assignments, and any other documents, notices, and agreements necessary for the perfection of Lender's security interests in the Collateral. Debtor agrees to pay the costs of the continuation of Lender's security interests and releases or assignments of Lender's interests.

3. EVENTS OF DEFAULT. Any of the following events or occurrences shall constitute an "Event of Default" under this Agreement:

(a) the occurrence of any Event of Default under the Note, the of the Loan Agreement; or

(b) the failure of Debtor to perform or comply with any provision of this Agreement and the continuance of such failure beyond any applicable grace and/or notice period.

4. RIGHTS OF LENDER.

4.1 General Rights. The rights of Lender shall at all times be those of a secured party under the UCC.

4.2 Rights on Default.

Upon the occurrence of any Default or an Event of Default, and after giving effect to any applicable grace period, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable law.

4.3 Expense of Collection and Sale. Debtor agrees to pay all costs and expenses incurred by Lender in connection with the negotiation and preparation of this Agreement or any other document, or any other Loan Documents executed in connection herewith, in determining Lender's rights under, and in enforcing and determining its rights under and enforcing the security interests created by this Agreement, including, without limitation, costs and expenses relating to taking, holding, insuring, preparing for sale, appraising, selling or otherwise realizing on the Collateral, and reasonable attorneys' fees and expenses in connection with any of the foregoing. All such reasonable costs and expenses shall be payable on demand, and shall bear interest at the highest rate charged on any Obligation, payable on demand, from the date of Lender's payment of such costs and expenses until payment in full is made by Debtor, at the highest rate of interest permitted by law.

4.4 Compliance with Other Laws. Lender may comply with any applicable law requirements in connection with a disposition of the Collateral, and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

4.5 Warranties. Lender may sell the Collateral without giving any warranties. Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

5. GENERAL PROVISIONS.

5.1 Waivers. Debtor expressly waives notice of nonpayment, demand, presentment, protest or notice of protest in relation to the Loan Documents or the Collateral. No delay or omission of Lender in exercising or enforcing any of its rights, powers, privileges, options or remedies under this Agreement shall constitute a waiver thereof, and no waiver by Lender of any default by Debtor shall operate as a waiver of any other default.

5.2 Remedies Not Exclusive. All rights and remedies of Lender under this Agreement shall be cumulative and not alternative or exclusive, irrespective of any other collateral guaranty, right or remedy and may be exercised by Lender at such time or times and in such order as Lender, in its sole discretion, may determine, and are for the sole benefit of Lender. The exercise or failure to exercise such rights and remedies shall not result in liability to Debtor or others except in the event of willful misconduct or bad faith by Lender, and in no event shall Lender be liable for more than it actually receives as a result of the exercise or failure to exercise such rights and remedies.

5.3 Successors and Assigns. This Agreement is entered into for the benefit of the parties hereto and their successors and assigns. It shall be binding upon and shall inure to the benefit of such parties, their successors and assigns. Lender shall have the right, without the necessity of any further consent or authorization by the Debtor, to sell, assign, securitize or grant participation in all, or a portion of, Lender's interest in the Collateral, to other financial institutions of the Lender's choice and on such terms as are acceptable to Lender in its sole discretion.

5.4 Notices. Wherever this Agreement provides for notice to any party (except as expressly provided to the contrary), it shall be given by messenger, facsimile, certified U.S. mail with return receipt requested, or nationally recognized overnight courier with receipt requested, effective when received by the party to whom addressed, and shall be addressed as follows, or to such other address as the party affected may hereafter designate:

If to Lender	163 Hooton Road,
	Mount Laurel, NJ 08054

If to Debtor:	Hudson Technologies Company
	Attn: Stephen P. Mandracchia, Esq.
	275 North Middletown Road
	Pearl River, New York 10965
	Tel: (845) 735-6000
	Fax: (845) 512-6070

5.5 Strict Performance. The failure, at any time or times hereafter, to require strict performance by the Debtor of any provision of this Agreement shall not waive, affect or diminish any right of Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Lender of any Default or Event of Default by the Debtor under this Agreement or any other Loan Document shall not suspend, waive or affect any other Default or Event of Default by the Debtor under this Agreement or any other Loan Document, whether the same is prior or subsequent thereto and whether of the same or a different type.

5.6 Construction of Agreement. The parties hereto agree that the terms and language of this Agreement were the result of negotiations between the parties, and, as a result, there shall be no prescription that any ambiguities in this Agreement shall be resolved against either party. Any controversy over the construction of this Agreement shall be decided mutually without regard to events of authorship or negotiation.

5.7 WAIVER OF RIGHT TO JURY TRIAL.

(a) Debtor and Lender recognize that in matters related to this Agreement, and as it may be subsequently modified and/or amended, any such party may be entitled to a trial in which matters of fact are determined by a jury (as opposed to a trial in which such matters are determined by a federal or state judge). By execution of this Agreement, Debtor and Lender will give up their respective right to a trial by jury. Debtor and Lender each hereby expressly acknowledged that this waiver is entered into to avoid delays, minimize trial expenses, and streamline the legal proceedings in order to accomplish a quick resolution of claims arising under or in connection with this Agreement.

(b) WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, DEBTOR AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT DEBTOR OR LENDER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED THEREBY OR HEREBY, BEFORE OR AFTER MATURITY.

(c) CERTIFICATIONS. DEBTOR HEREBY CERTIFIES THAT NEITHER ANY REPRESENTATIVE NOR AGENT OF LENDER NOR LENDER'S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. DEBTOR ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO ENTER INTO THE TRANSACTION BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION HEREIN.

5.8 Entire Agreement; Amendments; Lender's Consent. This Agreement represents the entire agreement between the parties. No amendment or waiver of any provision of this Agreement or of the Note, nor consent to any departure by Debtor therefrom, shall in any event be effective unless the same shall be in a writing signed by the Lender.

5.9 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

5.10 Severability of Provisions. Any provision of this Agreement or any of the other Loan Documents that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or the other Loan Documents or affecting the validity or enforceability of such provision in any other jurisdiction.

5.11 Table of Contents; Headings. The table of contents and headings preceding the text of this Agreement are inserted solely for convenience of reference and shall not constitute a part of this Agreement or affect its meaning, construction or effect.

5.12 Exhibits and Schedules. All of the Exhibits and Schedules to this Agreement are hereby incorporated by reference herein and made a part hereof.

5.13 Governing Law; Consent To Jurisdiction.

(a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY LENDER AND ACCEPTED BY DEBTOR IN THE STATE OF NEW YORK, AND THE PROCEEDS OF OBLIGATIONS DELIVERED PURSUANT THERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREIN, AND IN ALL RESPECTS, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE APPLICABLE INDIVIDUAL PROPERTY IS LOCATED, IT BEING UN DERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY AND THE ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE INDEBTEDNESS OR OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER AND DEBTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE OBLIGATIONS, AND THIS AGREEMENT AND THE OBLIGATIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR DEBTOR, ANY GUARANTOR OR OTHER PARTY TO THIS TRANSACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED IN THE SOLE OPTION OF LENDER IN ANY FEDERAL OR STATE COURT LOCATED IN ROCKLAND COUNTY, NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND LENDER AND DEBTOR WAIVE ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND LENDER AND DEBTOR HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized on the day and year first above written.

/s/ Richard Parrillo

Richard Parrillo

HUDSON TECHNOLOGIES COMPANY
By:	/s/ Kevin J. Zugibe
	Kevin J. Zugibe
	Chief Executive Officer

EX-10.5

Exhibit 10.5

SUBORDINATION AND INTERCREDITOR AGREEMENT

This Subordination and Intercreditor Agreement (the "Agreement") is made this 26th day of March, 2009, between RICHARD PARRILLO (the "Subordinated Lender"), a New York resident, and KELTIC FINANCIAL PARTNERS, LP, a Delaware limited partnership ("Keltic"), and BRIDGE HEALTHCARE FINANCE, LLC, a Delaware limited liability company ("Bridge", and together with Keltic, individually and collectively, "Senior Lender").

WITNESSETH

WHEREAS, Hudson Technologies Company, a Tennessee corporation ("Borrower"), has executed and delivered to Senior Lender one or more revolving notes and/or term notes (the "Senior Notes") evidencing all of Borrower's obligations, liabilities and indebtedness to Senior Lender, as set forth in an Amended and Restated Loan Agreement dated June 26, 2007 among Borrower and Senior Lender (as amended, modified or supplemented from time to time, the "Loan Agreement"), and as secured by a General Security Agreement made by Borrower in favor of Senior Lender (the "Security Agreement") (the Loan Agreement, the Security Agreement and the Senior Notes together with the other documents, instruments and agreements executed in connection therewith, as they may from time to time be modified, amended, restated or replaced are hereinafter collectively referred to as, the "Senior Loan Documents"), pursuant to which Senior Lender has agreed to make certain loans and advances to Borrower (collectively, the "Loans"), upo n and subject to the terms of the Senior Loan Documents, which Loans will directly benefit Subordinated Lender. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Senior Loan Documents.

WHEREAS, all of the indebtedness, liabilities and obligations of Borrower to Senior Lender, whether now existing or hereafter arising, including, without limitation, the Loans and all other present and future Obligations of Borrower to Senior Lender are hereinafter collectively called the "Senior Debt."

WHEREAS, the payment and performance of the Senior Debt is secured by a security interest in, among other things, all of the present and future goods, equipment, inventory, investment property, instruments, chattel paper, documents, letter-of-credit rights, accounts, deposit accounts, commercial tort claims and general intangibles of Borrower, wherever located, and the products and proceeds thereof (collectively, the "Collateral").

WHEREAS, Subordinated Lender is or may be the holder of certain indebtedness and liabilities owing from Borrower to Subordinated Lender from time to time or may have made a loan or loans to Borrower, including under that certain Note Purchase Agreement dated on or about the date hereof between Borrower and Subordinated Lender (the "Subordinated Note Purchase Agreement") and that certain promissory note dated on or about the date hereof given by Borrower to Subordinated Lender in the principal amount of $1,000,000 (the "Subordinated Note"). The Subordinated Note Purchase Agreement, the Subordinated Note and the Subordinated Security Agreement referenced below, together with all other documents, agreements, instruments and/or certificates relating thereto, are hereinafter collectively referred to as the "Subordinated Debt Documents."

WHEREAS, all indebtedness, liabilities and obligations of Borrower to Subordinated Lender, whether now existing or hereafter arising, including, without limitation, all indebtedness, liabilities and obligations under the Subordinated Debt Documents, together with all interest and other monies due or to become due thereunder, and any fees, costs and expenses in connection therewith, are hereinafter referred to as the "Subordinated Debt."

WHEREAS, the payment and performance of the Subordinated Debt is secured by a security interest in certain assets of the Borrower, some or all of which constitute the Collateral, pursuant to a General Security Agreement given by Borrower in favor of Subordinated Lender (as amended, the "Subordinated Security Agreement").

WHEREAS, it is a condition precedent to the obligation of Senior Lender to continue to make the Loans provided for in the Senior Loan Documents that Subordinated Lender and Borrower execute and deliver this Agreement to and with Senior Lender.

NOW, THEREFORE, in order to induce Senior Lender to make the Loans provided for in the Senior Loan Documents and in consideration therefor, and in consideration of the mutual covenants set forth herein, the parties hereto hereby agree as follows:

1. CONSENT. Subordinated Lender hereby consents to and approves of the execution, delivery and performance by Borrower of the Senior Loan Documents and the consummation of the transactions contemplated thereby, notwithstanding anything to the contrary contained in any of the agreements, instruments and documents executed in connection with the Subordinated Debt.

2. SUBORDINATION.

2.1 Subordination of Payment. Except as set forth in Section 2.2 below, the payment of any and all of the principal amount of, interest on and any fees, costs and expenses on the Subordinated Debt is hereby expressly subordinated and made junior to the payment of the principal amount, all interest, all liquidated damages, fees, costs, expenses and any other amounts due on the Senior Debt.

2.2 Payments. Anything in any other agreement, instrument or document executed and delivered in connection with the Subordinated Debt to the contrary notwithstanding, Borrower shall not make, and Subordinated Lender shall not receive, accept or retain, any direct or indirect payment, or prepayment on account, or any reduction (whether by way of loan, set-off or otherwise) in respect of the principal of, premium on, or interest on the Subordinated Debt until the Termination Date (as defined in Section 6.11); provided, however, that so long as (a) on the date such proposed payment is to be made (a) no Default or Event of Default has occurred and is continuing, or shall occur as a result of such payment, and (b) on the date such proposed payment is to be made and after giving effect to such proposed payment, Borrower shall have availability of not less than $500,000 under the Revolving Loan (calculated on average for the thirty (30) days prior to the date of such proposed payment, with exp enses, liabilities and trade payables being paid in the ordinary course of business), Borrower may make, and Subordinated Lender may accept, (i) monthly payments of interest on the Subordinated Debt (with interest not to exceed ten percent (10%) per annum), without acceleration, and (ii) payment of principal on the Subordinated Debt on September 30, 2009.

2.3 Subordination of Lien. Notwithstanding the date, manner or order of creation, attachment or perfection of those security interests and liens in favor of Subordinated Lender now or hereafter existing in the Collateral, and notwithstanding any provisions of the Uniform Commercial Code or other applicable law or of any agreement(s) granting such security interests or liens to Subordinated Lender and Senior Lender, the security interests and liens held by Subordinated Lender in the Collateral shall be, in all respects, subject to and subordinate to the security interests and liens of Senior Lender in the Collateral to the full extent of the Senior Debt secured thereby. Subordinated Lender will indicate in any financing statement filed (whether before or after the date hereof) in connection herewith that its security interests and liens in the Collateral are subordinated to the security interests and liens of Senior Lender in the Collateral.

2.4 Default/Remedies. In the event of (a) any insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, readjustment of debt, arrangement, composition, assignment for the benefit of creditors, or other similar proceeding relative to Borrower or its creditors, as such, or its property, or (b) any proceeding of Borrower for voluntary liquidation, dissolution, winding down or bankruptcy proceedings (collectively, an "Insolvency Event"), then and in any such event:

(i) All of the Senior Debt shall first be paid in full before any payment or distribution of any character, whether in cash, securities, obligations or other property, shall be made in respect of the Subordinated Debt;

(ii) Any payment or distribution of any character, which would otherwise (but for the terms hereof) be payable or deliverable in respect of the Subordinated Debt (including any payment or distribution of any other indebtedness of Borrower being subordinated to the Subordinated Debt), shall be paid or delivered directly to Senior Lender, or its representative, until the Termination Date, and Subordinated Lender irrevocably authorizes, empowers and directs all receivers, custodians, trustees, liquidators, conservators and others having authority in the property and premises of Subordinated Lender to effect all such payments and deliveries; and

(iii) Notwithstanding any statute, including, without limitation, the United States Bankruptcy Code (the "Bankruptcy Code"), any rule of law or bankruptcy procedures to the contrary, the right of Senior Lender hereunder to have all of the Senior Debt paid and satisfied in full prior to the payment of any of the Subordinated Debt shall include, without limitation, the right of Senior Lender to be paid in full all interest accruing on the Senior Debt due to it after the filing of any petition by or against Borrower in connection with any bankruptcy or similar proceeding or any other proceeding referred to in this paragraph, hereof, prior to the payment of any amounts in respect to the Subordinated Debt, including, without limitation, any interest due to Subordinated Lender accruing after such date.

2.5 Turnover to Senior Lender; Senior Lender's Rights.

(a) Subordinated Lender will, upon the written request of Senior Lender, prove, enforce and endeavor to obtain payment of the aggregate outstanding amount of all unpaid Subordinated Debt payments due and payable, or thereafter becoming due and payable from Borrower to Subordinated Lender, and will turn over to Senior Lender in precisely the form received, any payment of any kind or character on account of the Subordinated Debt for application to the payment of any indebtedness, liabilities or obligations of Borrower to Senior Lender then existing. In the event that Subordinated Lender shall fail to take any such action requested by Senior Lender, Senior Lender may, as attorney-in-fact for Subordinated Lender, take such action on behalf of Subordinated Lender but for the use and benefit of Senior Lender. Subordinated Lender hereby authorizes and empowers (without imposing any obligation on) Senior Lender, under the circumstances referred to in this Paragraph 2.5(a) to demand, sue for, collect a nd receive every such payment and distribution and give acquittance therefor, and to file claims and to take such other proceedings in Senior Lender's own name or in the name of Subordinated Lender or otherwise, and to vote, give consent and take any other steps with regard thereto, all as Senior Lender may deem necessary or advisable for the enforcement of this Agreement, including without limitation, the right of Senior Lender in its own name or in the name of Subordinated Lender, to vote the full amount of the Subordinated Debt in its sole discretion in connection with any resolution, arrangement, plan of reorganization, compromise, settlement or extension, and to take all such other action (including, without limitation, the right to participate in any composition of creditors and the right to vote the Subordinated Debt at creditors' meetings for the election of trustees, acceptance of plans and otherwise), as Senior Lender may deem necessary or advisable for the enforcement of this Agreement; and

(b) Subordinated Lender or any other holder of the Subordinated Debt shall execute and deliver to Senior Lender or its representative all such further instruments confirming the authorization referred to in the Paragraph 2.5(a), and any powers of attorney specifically confirming the rights of Senior Lender arising hereunder, and all such proofs of claim, assignments of claim and other instruments and shall take all such other actions as may be requested by Senior Lender or its representative in order to enable Senior Lender or its representative to enforce any and all claims upon or in respect of such Subordinated Debt and to collect and give any and all payments of distributions which may be payable or deliverable at any time upon or with respect to the Subordinated Debt.

(c) Notwithstanding anything contained in this Paragraph 2.5 to the contrary, the respective rights and obligations of the parties hereto under this Paragraph 2.5 shall be applicable only at such time as Senior Lender has accelerated the Senior Debt.

2.6 Payments in Trust. If, notwithstanding the provisions of this Agreement, any payment or distribution of any character (whether in cash, securities, or other property) or any security shall be received by Subordinated Lender in contravention of the terms of this Agreement, such payment, distribution or security shall be held in trust for the benefit of, and shall be paid over or delivered and transferred to Senior Lender, or its representative, for application to the payment of all Senior Debt remaining unpaid, until the Termination Date.

2.7 Transfer/Assignment of Senior Debt. This Agreement, without further reference, shall pass to and may be relied on and enforced by any transferee or subsequent holder of any Senior Debt. In the event of any sale, assignment, disposition or other transfer of the Subordinated Debt, Subordinated Lender shall cause the transferee thereof to execute and deliver to Senior Lender an agreement (substantially identical with this Agreement or otherwise in form and substance satisfactory to Senior Lender) providing for the continued subordination of the Subordinated Debt to the Senior Debt as provided herein and for the continued effectiveness of all of the rights of Senior Lender arising under this Agreement.

3. CONTINUED EFFECTIVENESS OF THIS AGREEMENT. The terms of this Agreement, the subordination effected hereby, and the rights of Senior Lender and the obligations of Subordinated Lender arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by:

(a) any amendment, modification or termination of or supplement to the Senior Loan Documents or any other agreement, instrument or document executed or delivered pursuant thereto;

(b) the validity or enforceability of any such documents;

(c) the release, sale, exchange or surrender, in whole or in part, of any collateral security, now or hereafter existing, for any of the Senior Debt or any other indebtedness, liability or obligation of Borrower to Senior Lender, now existing or hereafter arising;

(d) any exercise or failure to exercise any right, power or remedy under or in respect of the Senior Debt or any of such instruments and documents referred to in clause (a) above or arising at law; or

(e) any waiver, consent, release, indulgence, extension, renewal, modifications, delay or other action, inaction or omission in respect of the Senior Debt or any of the agreements instruments or documents executed and delivered in respect of any collateral security for the Senior Debt or any other indebtedness, liability or obligation of Borrower to Senior Lender, now existing or hereafter arising, all whether or not Subordinated Lender shall have had notice or knowledge of any of the foregoing and whether or not it shall have consented thereto.

4. RESTRICTIONS; RIGHTS AND REMEDIES; WAIVER OF CLAIMS.

4.1 Restrictions. Prior to the Termination Date and notwithstanding anything contained in any Subordinated Debt Documents to the contrary, Subordinated Lender shall not, without the prior written consent of Senior Lender, do any of the following:

(a) amend, modify or supplement or agree to any amendment, modification or supplement of, or to, the Subordinated Debt or any of the Subordinated Debt Documents in any manner;

(b) accelerate the maturity of all or any portion of the Subordinated Debt, or take any action towards collection of all or any portion of the Subordinated Debt or enforcement of any rights, powers or remedies under the Subordinated Debt Documents against any of the property, real or personal, of Borrower, or any interest therein or under other agreements entered into pursuant thereto or against any of the property, real or personal, of Borrower or any interest therein upon the occurrence of any event of default under the Subordinated Debt or as defined in the Subordinated Debt Documents or any event, which with the passage of time, or giving of notice, or both would constitute such a default (including, without limitation, the occurrence of an Event of Default under any of the Senior Loan Documents);

(c) contest, protest or object to any foreclosure proceeding, post petition financing, use of cash collateral or action brought by Senior Lender or any other exercise by Senior Lender of any rights or remedies under the Senior Loan Documents or applicable law; or

(d) obtain any additional security interest in or liens upon any of Borrower's existing or hereafter acquired real or personal property including, without limitation, the Collateral without Senior Lender's prior written consent. In the event that Subordinated Lender shall, despite the provisions of this paragraph, obtain any such additional security interest or lien, then without any further action any such security interest or lien shall be deemed assigned to Senior Lender as collateral security for the Senior Debt and the termination of the Commitment as provided in the Senior Loan Documents.

4.2 Senior Lender's Rights and Remedies. Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral. In exercising rights and remedies with respect to the Collateral, Senior Lender may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder, all in such order and in such manner as it may determine in the exercise of its sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction.

4.3 Right to Release. Senior Lender's rights with respect to the Collateral include the right to release any or all of the Collateral from the security interest and lien of any Senior Loan Documents or Subordinated Debt Documents in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Debt or Subordinated Debt. If Senior Lender shall determine, in connection with any sale of Collateral, that the release of such security interest and lien of any Subordinated Debt Document on such Collateral in connection with such sale is necessary or advisable, Subordinated Lenders shall execute such release documents and instruments and shall take such further actions as Senior Lender shall request. Subordinated Lender hereby irrevocably constitutes and appoints Senior Lender and any officer of Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated Lender and in the name of Subordinated Lender or in Senior Lender's own name, from time to time in Senior Lender's discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release.

4.4 Waiver of Claims. To the maximum extent permitted by law, Subordinated Lender waives any claim it might have against Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of Senior Lender, or its directors, officers, employees or agents with respect to any exercise of rights or remedies under the Senior Loan Documents or any transaction relating to the Collateral. Neither Senior Lender, nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Borrower or Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

5. PROVISIONS APPLICABLE AFTER BANKRUPTCY. The provisions of this Agreement shall continue in full force and effect notwithstanding the occurrence of any Insolvency Event. To the extent that Subordinated Lender has or acquires any rights under Section 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, Subordinated Lender hereby agrees not to assert such rights without the prior written consent of Senior Lender; provided that, if requested by Senior Lender, Subordinated Lender shall seek to exercise such rights in the manner requested by Senior Lender, including the rights in payments in respect of such rights. Subordinated Lender (both in its capacity as Subordinated Lender and in its capacity as a party which may be obligated to Borrower or any of Borrower's affiliates with respect to contracts which are part of Senior Lender's Collateral) agrees not to initiate or prosecute or encourage any other Person to initiate or prosecute any claim, action, objection o r other proceeding (i) challenging the enforceability of Senior Lender's claim (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt, (iii) asserting any claims which Borrower may hold with respect to Senior Lender, or (iv) objecting to any sale or other disposition of Borrower's assets consented to by Senior Lender in any bankruptcy or other proceeding or any borrowing or grant of any lien by Borrower consented to by Senior Lender in any such proceeding.

6. GENERAL PROVISIONS.

6.1 Successors and Assigns. This Agreement is entered into for the benefit of the parties hereto and their successors and permitted assigns. It shall be binding upon and shall inure to the benefit of the parties, their successors and assigns. Senior Lender shall have the right, without the necessity of any further consent or authorization by Subordinated Lender, to sell, assign, securitize or grant participation in all, or a portion of, Senior Lender's interest in the Senior Loan Documents, to other financial institutions of Senior Lender's choice and on such terms as are acceptable to Senior Lender in its sole discretion.

6.2 Subrogation. No payment or distribution to Senior Lender pursuant to the provisions of this Agreement shall entitle Subordinated Lender to exercise any rights of subrogation in respect thereof prior to the Termination Date. After the Termination Date, and provided that no payments are voidable, Subordinated Lender shall be subrogated to the rights of Senior Lender to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to Subordinated Lender have been applied to the payment of Senior Debt. A distribution made under this Agreement to Senior Lender, which otherwise would have been made to Subordinated Lender, is not, as between Subordinated Lender and Borrower, a payment by Borrower on the Subordinated Debt.

6.3 Reinstatement. The obligations of Subordinated Lender under this Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time any payment in respect of any Senior Debt is rescinded or must otherwise be restored or returned by Senior Lender by reason of any bankruptcy, reorganization, arrangement, composition or similar proceeding or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any substantial part of Borrower's property, or otherwise, all as though such payment had not been made.

6.4 Notice. Wherever this Agreement provides for notice to any party (except as expressly provided to the contrary), it shall be given by messenger, facsimile, certified U.S. mail with return receipt requested, or nationally recognized overnight courier with receipt requested, effective when received or receipt rejected by the party to whom addressed, and shall be addressed as follows, or to such other address as the party affected may hereafter designate:

If to Senior Lender:	Keltic Financial Partners, LP
	580 White Plains Road, Suite 610
	Tarrytown, New York 10591
	Attn: John P. Reilly, President and CEO
	Fax: (914) 921-1154

With a copy to:	Stradley Ronon Stevens & Young, LLP
	Woodland Falls Corporate Park
	200 Lake Drive East, Suite 100
	Cherry Hill, New Jersey 08002
	Attn: Michael P. Bonner, Esquire
	Fax: (856) 321-2415

If to Subordinated
Creditor:	Richard Parrillo
	163 Hooton Road,
	Mount Laurel, NJ 08054
	Fax:

6.5 Conflicts of Terms. In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant of the Subordinated Debt, or any document executed in connection therewith or the indebtedness evidenced thereby, the provisions of this Agreement shall control and govern.

6.6 Further Assurances. Subordinated Lender and Borrower, at their own expense and at any time from time to time, upon the written request of Senior Lender will promptly and duly execute and deliver such further instruments and documents and take such further actions as Senior Lender reasonably may request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted.

6.7 Expenses. Borrower will pay or reimburse Senior Lender, upon demand, for all its costs and expenses in connection with the enforcement or preservation of any rights under this Agreement, including, without limitation, fees and disbursements of counsel to Senior Lender. Borrower will pay, indemnify, and hold Senior Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions (whether sounding in contract, tort or on any other ground), judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or relating to this Agreement or any action taken or omitted to be taken by any Senior Lender with respect to any of the foregoing.

6.8 Legend. Subordinated Lender and Borrower will cause any promissory note evidencing the Subordinated Debt to bear upon its face a legend referring to this Agreement and indicating that such promissory note is subordinated as provided herein.

6.9 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified orally but may be amended or modified only in writing, signed by all parties hereto. No amendment or waiver of provision of this Agreement shall in any event be effective unless it is in writing, making specific reference to this Agreement and signed by the party against whom such waiver is sought to be enforced.

6.10 No Third-Party Beneficiaries. Notwithstanding anything contained herein to the contrary, no provision of this Agreement is intended to benefit any party other than the signatories hereto, nor shall any such provision be enforceable by any other party.

6.11 Termination. This Agreement shall terminate upon the indefeasible payment in full of the Senior Debt and termination of the Senior Loan Documents (such date being referred to as the "Termination Date").

6.12 Subordinated Lender. Each reference to "Subordinated Lender" shall be deemed to mean each Subordinated Lender, individually and collectively, as the context requires.

6.13 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts (each of which may be transmitted via facsimile or pdf), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

7. GOVERNING LAW; CONSENT TO JURISDICTION.

(A) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York; provided, however, that if any of the Collateral shall be located in any jurisdiction other than New York, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Senior Lender's lien upon such Collateral and the enforcement of Senior Lender's other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of New York.

(B) AS PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF SUBORDINATED LENDER OR SENIOR LENDER, SUBORDINATED LENDER HEREBY CONSENTS AND AGREES THAT ANY FEDERAL OR STATE COURT LOCATED IN ANY COUNTY IN NEW YORK STATE, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN SUBORDINATED LENDER AND SENIOR LENDER PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, HOWEVER, SENIOR LENDER MAY, AT ITS OPTION, COMMENCE ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION TO OBTAIN POSSESSION OF OR FORECLOSE UPON ANY COLLATERAL, TO OBTAIN EQUITABLE RELIEF OR TO ENFORCE ANY JUDGMENT OR ORDER OBTAINED BY SENIOR LENDER AGAINST SUBORDINATED LENDER OR WITH RESPECT TO ANY COLLATERAL, TO ENFORCE ANY OTHER RIGHT OR REMEDY UNDER THIS AGREEMENT OR TO OBTAIN ANY OTHER RELIEF DEEMED APPROPRIATE BY SENIOR LENDER. SUBORDINATED LENDER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND SUBORDINATED LENDER HEREBY WAIVES ANY OBJECTION WHICH SUBORDINATED LENDER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. SUBORDINATED LENDER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS CONSENT TO JURISDICTION PROVISION WITH ITS LEGAL COUNSEL, AND HAS MADE THIS WAIVER KNOWINGLY AND VOLUNTARILY.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first above written.

/s/ Richard Parrillo

Richard Parrillo

KELTIC FINANCIAL PARTNERS, LP
By:	KELTIC FINANCIAL SERVICES LLC,
	its general partner

By:	/s/ John P. Reilly
Name:	John P. Reilly
Title:	President and CEO

BRIDGE HEALTHCARE FINANCE, LLC
By:	/s/ Kim Gordan
Name:	Kim Gordon
Title:	Executive Vice President and Chief Credit Officer

BORROWER AGREEMENT

The undersigned, the Borrower mentioned in the foregoing Subordination and Intercreditor Agreement, hereby acknowledges receipt of a copy thereof, acknowledges that the Subordinated Debt mentioned therein is payable as stated therein. Borrower shall make no payment of principal of or interest on the Subordinated Debt, other than as expressly permitted under Section 2.2 of the Subordination and Intercreditor Agreement.

Dated as of March 26, 2009

HUDSON TECHNOLOGIES COMPANY
By:	/s/ Brian F. Coleman
Name:	Brian F. Coleman
Title:	President and Chief Operating Officer

AGREEMENT AND CONSENT OF GUARANTORS

Each of the undersigned guarantors, intending to be legally bound, does hereby (a) consent to the execution, delivery and performance of the within and foregoing Subordination and Intercreditor Agreement and the granting of subordinated liens by Borrower as referenced thereunder, and (b) confirm and reaffirm, without setoff, counterclaim, deduction or other claim of avoidance of any nature, the continuing effect of such guarantor's guaranty of the Obligations after giving effect to the foregoing Agreement.

HUDSON TECHNOLOGIES, INC.

By: /s/ Brian F. Coleman

Name: Brian F. Coleman

Title: President

HUDSON HOLDINGS, INC.

By: /s/ Brian F. Coleman

Name: Brian F. Coleman

Title: President

Dated: March 26, 2009

EX-10.6

Exhibit 10.6

NOTE PURCHASE AGREEMENT

Hudson Technologies, Inc.

PO Box 1541, One Blue Hill Plaza

Pearl River, NY 10965

Gentlemen:

This Agreement, dated March 26, 2009, sets forth the agreement of Hudson Technologies, Inc. (the "Company") and Catherine F. Zugibe (the "Purchaser") with respect to the purchase by the Purchaser from the Company of an aggregate of $1,000,000 principal amount of a 10% Secured Subordinated Promissory Note (the "Note") for a purchase price of $1,000,000.

1. The Company hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the principal amount of the Note, the form of which is attached hereto as Exhibit A

2. In order to induce the Company to sell the Note hereunder, the Purchaser hereby represents and warrants to, and covenants with, the Company as follows:

(a) The Purchaser understands that (A) the transaction in which the Company is selling and the Purchaser is acquiring the Note has not been registered under the Securities Act of 1933, as amended (the "Act"), or the securities laws of any state, based upon applicable exemptions from such registration requirements; (B) the interest of the Purchaser in the Note may not be sold or otherwise transferred by the Purchaser unless the Note has been first registered under the Act and any applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said sale or transfer; and (C) the Company is under no obligation to register the Note under the Act or any state securities laws or to make any exemption from registration available to the Purchaser;

(b) The Purchaser is acquiring the Note solely for the account of the Purchaser for investment purposes and not with a view to distribution;

(c) The Purchaser agrees that he will not sell, transfer, hypothecate or otherwise dispose of any interest in the Note other than pursuant to an effective registration statement under the Act unless prior thereto the Company receives either an opinion of the Company's counsel or counsel for the Purchaser reasonably acceptable to the Company, in form and substance reasonably acceptable to the Company, that the proposed transaction is exempt from the registration provisions of the Act and the registration provisions of all applicable state securities laws.

(d) The Purchaser has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks involved in the purchase of the Note;

(e) The Purchaser represents that he is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Act;

(f) The Purchaser has received or had access to and has reviewed the Company's Annual Report on Form 10-K for the year ended December 31, 2008 and any Current Reports on Form 8-K filed by the Company since December 31, 2008 and the Purchaser understands that, in addition to the risks relating to the Company set forth in the foregoing reports filed by the Company with the Securities and Exchange Commission, an investment in the Note is subject to the following additional risks:

• the offering price and other terms of the Note do not necessarily bear any relationship to the value of the Company's assets, its net worth and its results of operations or any other established criteria of value.
• Payment of principal and interest under the Note is subordinated and subject to the prior rights of Keltic Financial Partners LP and Bridge Healthcare Finance, LLC, (collectively, "Keltic") and to any additional debt that the Company has issued or may issue that ranks senior to the Notes. Right of payment of principal and interest under the Note will rank pari passu with the holders of up to $1,000,000 principal amount of additional Notes that the Company is issuing on or about the date hereof and to any future Company debt that ranks pari passu with the Notes. The security interest granted to the Company to the Purchaser of the Notes pursuant to the Security Agreement (as defined in the Notes) will be pari passu with the holders of up to $1,000,000 principal amount of additional Notes that the Company is issuing on or about the date hereof, but will be subordinate to a first priority security interest held by Keltic, a continuing security interest held by Busey Bank and current security interests he ld by purchase money lenders with respect to certain assets of the Company. The Company may also issue additional debt after the date hereof that ranks senior to, or pari passu with, the Notes.
• the Company may not be able to meet its obligations relating to the Note.

(g) The Purchaser has had a reasonable opportunity to ask questions of and receive answers from the Company, or a person or persons acting on behalf of the Company, concerning the Company and its financial condition, and all such questions, if any, have been answered to the full satisfaction of the Purchaser;

(h) The Purchaser has full power and authority to execute and deliver this Agreement and to perform the obligations of the Purchaser hereunder, and this agreement is a legally binding obligation of the Purchaser in accordance with its terms.

3. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns.

4. This Agreement and the documents referenced herein and in Exhibit A attached hereto contain the entire agreement of the parties and there are no representations, covenants or other agreements except as stated or referred to herein and therein.

5. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles.

6. This Agreement may only be modified by a written instrument executed by the Purchaser and the Company.

7. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or mailed by certified or registered mail, return receipt requested, postage prepaid, as provided in the Note.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above.

COMPANY:
HUDSON TECHNOLOGIES, INC.
By:	/s/ Brian F. Coleman
Name:	Brian F. Coleman
Title:	President
Address:

PURCHASER:

/s/ Catherine F. Zugibe

Catherine F. Zugibe

EXHIBIT A

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE ACT OR AN EXEMPTION FROM SUCH PROVISIONS.

THIS NOTE IS SUBJECT AND SUBORDINATE TO THE RIGHTS OF KELTIC FINANCIAL PARTNERS, LP AND BRIDGE HEALTHCARE FINANCE, LLC, PURSUANT TO A CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED MARCH 26, 2009.

HUDSON TECHNOLOGIES, INC.

10% SECURED SUBORDINATED PROMISSORY NOTE

$1,000,000.00	March 26, 2009
	Pearl River, New York

1. MAKER'S PROMISE TO PAY

FOR VALUE RECEIVED, Hudson Technologies, Inc., a New York Corporation having its principal offices located at PO Box 1541, One Blue Hill Plaza, Pearl River, New York (the "Maker") promises to pay to the order of Catherine F. Zugibe (the "Payee") having an address at One Angelus Drive, Garnerville, New York 10923, at Payee's address set forth above (or at such other place as the holder of this Note may from time to time direct by notice in writing to Maker), the principal sum of One Million and 00/100 ($1,000,000.00) Dollars in such coin or currency of the United States as shall at the time be legal tender for the payment of public and private debts, on September 30, 2009 (the "Maturity Date") as evidenced by this instrument (the "Note"). The Payee, assignee or anyone entitled to receive payments under this Note shall be hereinafter referred to as the "Note Holder". This Note is one of a series of subordinated promissory notes being issued by the Company on or about March 26, 2009 pursuant to the Compa ny in the aggregate principal amount of $ 2,000,000 (collectively, the "Notes").

2. INTEREST

Interest will be charged on the outstanding principal of this Note from time to time until the full amount of principal has been paid, at an annual rate of ten (10.00%) percent (the "Note Rate").

3. PAYMENTS

a. Interest accrued on the outstanding principal amount of this Note shall otherwise be payable monthly in arrears on the first day of each month commencing April 1, 2009 and continuing each month thereafter. Any and all unpaid interest shall be due and payable on the Maturity Date. The interest payable hereunder will not be added to the unpaid principal amount of the Note and will not accrue interest at the Note Rate.

b. Notwithstanding anything to the contrary contained in this Note, Maker shall not be obligated to pay, and the Note Holder shall not be entitled to charge, collect or receive, interest in excess of the maximum rate allowed by applicable law. During any period of time in which the interest rate specified herein exceeds such maximum rate, interest shall accrue and be payable at such maximum rate. Any amounts of interest collected by the Note Holder in excess of such maximum rate shall be deemed to apply to principal and all payments of interest and principal shall be recalculated to allow for such characterization.

c. All payments received on account of this Note shall be applied first to the payment of accrued interest on this Note, and then to the reduction of the unpaid principal balance of this Note. Interest shall be computed on the basis of a year of 360 days, for the actual number of days elapsed.

d. In the event that the date for payment of any amount payable under this Note falls due on a Saturday, Sunday or public holiday under the laws of the State of New York, then such payment shall be made on the first business day following the date on which such payment shall have so fallen due, without any interest or other payment in respect of such delay, with the same force and effect as if made on the date payment had originally fallen due.

4. MAKER'S RIGHT TO PREPAY

Maker has the right to prepay all or any portion of this Note without the consent of the holder and without a prepayment penalty. Any partial prepayment shall be first applied to all accrued and unpaid interest outstanding as of the date of the prepayment before applying any prepayment to reduce the outstanding principal amount of the Note.

5. MAKER'S FAILURE TO PAY AS REQUIRED

Not in limitation of any other right at law or in equity, upon the occurrence of any of the following events of default (each, an "Event of Default"), the unpaid principal amount of this Note shall become immediately due and payable by the Maker, together with the interest accrued thereon, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Maker:

a. The Maker's failure to make any payment of principal and/or interest due under this Note on the date the same is due;

b. The Maker's failure to keep and perform all promises, agreements, conditions and provisions of this Note, which, if such default does not involve the payment of money, is not cured within ten days; or

c. The Maker makes a general assignment for the benefit of creditors; or files a voluntary petition in bankruptcy, or a petition for reorganization, arrangement, composition, readjustment or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or not contesting the material allegations of a petition against it in any such proceeding; or admits in writing its inability to pay its debts as they become due; or permits an attachment to be made on any substantial part of Maker's property or assets; or if an involuntary petition in bankruptcy is filed against any obligor and not dismissed within sixty (60) days; or if a receiver or trustee is appointed for all or any part of the property and assets of any obligor.

Upon any such Event of Default all sums payable hereunder shall be immediately due and payable together with all reasonable expenses incurred by the Note Holder in the collection of this indebtedness resulting from such Event of Default, including, without limitation, the Note Holder's reasonable fees for one attorney of its choice for representation of the Note Holder in connection with the collection of such indebtedness.

6. REQUIRED NOTICES

Unless applicable law requires a different method, any notice required to be given to any of the parties hereto shall be in writing and shall be deemed to have been sufficiently given by delivering it or by mailing it by first class mail to such party at the address set forth above or any alternate address as provided by such party in writing.

7. SECURITY AND SUBORDINATION

This is the Note referred to in that certain Security Agreement between the Maker and the Payee, dated March 18, 2009 (the "Security Agreement"), and is entitled to the benefits of all of the terms and conditions and the security of all of the security interests and liens granted pursuant to the Security Agreement. This Note shall be subordinated to all indebtedness, liabilities and other obligations of the Company, whether now existing or hereinafter incurred, except that this Note shall rank pari passu with the other Notes and except to the extent expressly provided in agreements relating to any such indebtedness, liabilities and other obligations.

8. MISCELLANEOUS

a. No delay or omission by the Note Holder in exercising any right or power hereunder shall operate as a waiver of such right or power, and a waiver on one occasion shall not be construed as a waiver or a bar to the exercise of any right on any other occasion.

b. The rights and remedies of the Note Holder as provided in this Note shall be cumulative and concurrent, and may be pursued singly, successively, or together at the sole discretion of the Holder. The failure to exercise any such right or remedy shall in no event be construed as a waiver or release of said rights or remedies or of the right to exercise them at any time later.

c. None of the terms and conditions of this Note may be amended, modified or waived orally, but only in a writing signed by the Maker and the Note Holder.

d. This Note shall be governed by, and construed in accordance with, the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

e. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected hereby.

f. This Note shall be binding upon the Maker and the Maker's successors and assigns; provided that the Maker may not assign this Note without the Note Holder's consent.

IN WITNESS WHEREOF, this Note has been executed and delivered on the date first above written by the duly authorized representative of the Company.

HUDSON TECHNOLOGIES, INC.

By:__________________________

Name:

Title:

EX-10.7

Exhibit 10.7

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE ACT OR AN EXEMPTION FROM SUCH PROVISIONS.

THIS NOTE IS SUBJECT AND SUBORDINATE TO THE RIGHTS OF KELTIC FINANCIAL PARTNERS, LP AND BRIDGE HEALTHCARE FINANCE, LLC, PURSUANT TO A CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED MARCH 26, 2009.

HUDSON TECHNOLOGIES, INC.

10% SECURED SUBORDINATED PROMISSORY NOTE

$1,000,000.00	March 26, 2009
	Pearl River, New York

1. MAKER'S PROMISE TO PAY

FOR VALUE RECEIVED, Hudson Technologies, Inc., a New York Corporation having its principal offices located at PO Box 1541, One Blue Hill Plaza, Pearl River, New York (the "Maker") promises to pay to the order of Catherine F. Zugibe (the "Payee") having an address at One Angelus Drive, Garnerville, New York 10923, at Payee's address set forth above (or at such other place as the holder of this Note may from time to time direct by notice in writing to Maker), the principal sum of One Million and 00/100 ($1,000,000.00) Dollars in such coin or currency of the United States as shall at the time be legal tender for the payment of public and private debts, on September 30, 2009 (the "Maturity Date") as evidenced by this instrument (the "Note"). The Payee, assignee or anyone entitled to receive payments under this Note shall be hereinafter referred to as the "Note Holder". This Note is one of a series of subordinated promissory notes being issued by the Company on or about March 26, 2009 pursuant to the Compa ny in the aggregate principal amount of $ 2,000,000 (collectively, the "Notes").

2. INTEREST

Interest will be charged on the outstanding principal of this Note from time to time until the full amount of principal has been paid, at an annual rate of ten (10.00%) percent (the "Note Rate").

3. PAYMENTS

a. Interest accrued on the outstanding principal amount of this Note shall otherwise be payable monthly in arrears on the first day of each month commencing April 1, 2009 and continuing each month thereafter. Any and all unpaid interest shall be due and payable on the Maturity Date. The interest payable hereunder will not be added to the unpaid principal amount of the Note and will not accrue interest at the Note Rate.

b. Notwithstanding anything to the contrary contained in this Note, Maker shall not be obligated to pay, and the Note Holder shall not be entitled to charge, collect or receive, interest in excess of the maximum rate allowed by applicable law. During any period of time in which the interest rate specified herein exceeds such maximum rate, interest shall accrue and be payable at such maximum rate. Any amounts of interest collected by the Note Holder in excess of such maximum rate shall be deemed to apply to principal and all payments of interest and principal shall be recalculated to allow for such characterization.

c. All payments received on account of this Note shall be applied first to the payment of accrued interest on this Note, and then to the reduction of the unpaid principal balance of this Note. Interest shall be computed on the basis of a year of 360 days, for the actual number of days elapsed.

d. In the event that the date for payment of any amount payable under this Note falls due on a Saturday, Sunday or public holiday under the laws of the State of New York, then such payment shall be made on the first business day following the date on which such payment shall have so fallen due, without any interest or other payment in respect of such delay, with the same force and effect as if made on the date payment had originally fallen due.

4. MAKER'S RIGHT TO PREPAY

Maker has the right to prepay all or any portion of this Note without the consent of the holder and without a prepayment penalty. Any partial prepayment shall be first applied to all accrued and unpaid interest outstanding as of the date of the prepayment before applying any prepayment to reduce the outstanding principal amount of the Note.

5. MAKER'S FAILURE TO PAY AS REQUIRED

Not in limitation of any other right at law or in equity, upon the occurrence of any of the following events of default (each, an "Event of Default"), the unpaid principal amount of this Note shall become immediately due and payable by the Maker, together with the interest accrued thereon, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Maker:

a. The Maker's failure to make any payment of principal and/or interest due under this Note on the date the same is due;

b. The Maker's failure to keep and perform all promises, agreements, conditions and provisions of this Note, which, if such default does not involve the payment of money, is not cured within ten days; or

c. The Maker makes a general assignment for the benefit of creditors; or files a voluntary petition in bankruptcy, or a petition for reorganization, arrangement, composition, readjustment or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or not contesting the material allegations of a petition against it in any such proceeding; or admits in writing its inability to pay its debts as they become due; or permits an attachment to be made on any substantial part of Maker's property or assets; or if an involuntary petition in bankruptcy is filed against any obligor and not dismissed within sixty (60) days; or if a receiver or trustee is appointed for all or any part of the property and assets of any obligor.

Upon any such Event of Default all sums payable hereunder shall be immediately due and payable together with all reasonable expenses incurred by the Note Holder in the collection of this indebtedness resulting from such Event of Default, including, without limitation, the Note Holder's reasonable fees for one attorney of its choice for representation of the Note Holder in connection with the collection of such indebtedness.

6. REQUIRED NOTICES

Unless applicable law requires a different method, any notice required to be given to any of the parties hereto shall be in writing and shall be deemed to have been sufficiently given by delivering it or by mailing it by first class mail to such party at the address set forth above or any alternate address as provided by such party in writing.

7. SECURITY AND SUBORDINATION

This is the Note referred to in that certain Security Agreement between the Maker and the Payee, dated March 18, 2009 (the "Security Agreement"), and is entitled to the benefits of all of the terms and conditions and the security of all of the security interests and liens granted pursuant to the Security Agreement. This Note shall be subordinated to all indebtedness, liabilities and other obligations of the Company, whether now existing or hereinafter incurred, except that this Note shall rank pari passu with the other Notes and except to the extent expressly provided in agreements relating to any such indebtedness, liabilities and other obligations.

8. MISCELLANEOUS

a. No delay or omission by the Note Holder in exercising any right or power hereunder shall operate as a waiver of such right or power, and a waiver on one occasion shall not be construed as a waiver or a bar to the exercise of any right on any other occasion.

b. The rights and remedies of the Note Holder as provided in this Note shall be cumulative and concurrent, and may be pursued singly, successively, or together at the sole discretion of the Holder. The failure to exercise any such right or remedy shall in no event be construed as a waiver or release of said rights or remedies or of the right to exercise them at any time later.

c. None of the terms and conditions of this Note may be amended, modified or waived orally, but only in a writing signed by the Maker and the Note Holder.

d. This Note shall be governed by, and construed in accordance with, the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

e. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected hereby.

f. This Note shall be binding upon the Maker and the Maker's successors and assigns; provided that the Maker may not assign this Note without the Note Holder's consent.

IN WITNESS WHEREOF, this Note has been executed and delivered on the date first above written by the duly authorized representative of the Company.

HUDSON TECHNOLOGIES, INC.
By:	/s/ Brian F. Coleman
Name:	Brian F. Coleman
Title:	President

EX-10.8

Exhibit 10.8

GENERAL SECURITY AGREEMENT

This GENERAL SECURITY AGREEMENT is made this 26^th day of March 2009, between HUDSON TECHNOLOGIES COMPANY ("Debtor"), a corporation organized and existing pursuant to the laws of the State of Tennessee having an address at PO Box 1541, One Blue Hill Plaza, Pearl River, New York 10965 and CATHERINE F. ZUGIBE ("Lender"), whose address is One Angelus Drive, Garnerville, NY 10923.

1. DEFINITIONS. All words and terms used in this Agreement shall have the meanings as set forth herein and where not otherwise defined herein shall be deemed to have the meanings as accorded to them in the Uniform Commercial Code as in effect from time to time ("UCC"). As used herein, the following terms shall have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):

1.1 "Agreement" shall mean this General Security Agreement.

1.2 "Collateral" shall have the meaning given to such term in Section 2.1 hereof.

1.3 "Equipment" shall mean all machinery, equipment, office machinery, furniture, fixtures, conveyors, tools, materials storage and handling equipment, molds, dies, stamps and other equipment of every kind and nature and wherever situated now or hereafter owned by Debtor or in which Debtor may have any interest (to the extent of such interest), together with all additions and accessions thereto, all replacements and all accessories and parts therefor, all manuals, blueprints, know-how, warranties and records in connection therewith, all rights against suppliers, warrantors, manufacturers, sellers or others in connection therewith, and together with all substitutes for any of the foregoing.

1.4 "Inventory" shall have the meaning given to such term in the UCC.

1.5 "Note" shall mean the 10% Secured Promissory Note dated the date hereof between the Debtor and Lender, as the same may be modified, amended, restated or replaced from time to time.

1.6 "Loan Documents" shall mean the Note, together with this Agreement and any and all other documents, instruments or agreements executed in connection therewith as the same may be modified, amended, restated or replaced from time to time.

1.7 "Person" shall mean an individual, partnership, limited liability company, limited liability partnership, corporation, joint venture, joint stock company, land trust, business trust or unincorporated organization, or a government agency or political subdivision thereof.

1.8 "Property" shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

2. SECURITY INTEREST.

2.1 Security Interest. To secure the prompt payment and performance of all of the obligations to Lender under the Note, Debtor hereby grants to Lender a lien and security interest in all of Debtor's right, title and interest in all Properties and rights in Properties, whether now owned or existing or hereafter created, acquired or arising and wheresoever located including, without limitation, the following (collectively, "Collateral"), which lien shall be expressly subject and subordinate to: i) the first priority lien and security interest held byKeltic Financial Partners, LP, a Delaware limited partnership ("Keltic"), and Bridge Healthcare Finance, LLC, pursuant to certain Amended and Restated Loan Agreement, dated as of June 26, 2007, as amended (the "Loan Agreement"); (ii) certain mortgages and mortgage notes in favor of Busey Bank secured by real property owned by Debtor in C hampaign, Illinois (the "Mortgages"); (iii) security interests held as the date hereof by certain purchase money lenders; and (iv) any future security interest obtained by purchase money lenders or other lenders with respect to assets of the Company (except to the extent that the agreements governing any future security interests expressly provide that such interests shall rank pari passu with, or junior to, the security interest of the Lender):

(a) All Equipment;

(b) All Inventory;

(c) All monies or other Property of any kind, now or at any time or times hereafter, in the possession or under the control of Lender or any affiliate of Lender or any representative, agent or correspondent of Lender;

2.2 Perfection. Debtor will execute and deliver to Lender such security agreements, assignments (including, without limitation, assignments of specific Receivables, Inventory and General Intangibles), and other papers as Lender may at any time or from time to time reasonably request that are required to perfect or protect the security interest granted hereby. Debtor will perform any and all steps that Lender may request to perfect Lender's security interest in Inventory, including, but without limitation, executing and filing financing or continuation statements in form and substance satisfactory to Lender and maintaining stock records. Debtor hereby appoints Lender as its attorney in fact to execute and deliver notices of lien, financing statements, assignments, and any other documents, notices, and agreements necessary for the perfection of Lender's security interests in the Collateral. Debtor agrees to pay the costs of the continuation of Lender's security interests and releases or assignments of Lender's interests.

3. EVENTS OF DEFAULT. Any of the following events or occurrences shall constitute an "Event of Default" under this Agreement:

(a) the occurrence of any Event of Default under the Note, the of the Loan Agreement; or

(b) the failure of Debtor to perform or comply with any provision of this Agreement and the continuance of such failure beyond any applicable grace and/or notice period.

4. RIGHTS OF LENDER.

4.1 General Rights. The rights of Lender shall at all times be those of a secured party under the UCC.

4.2 Rights on Default.

Upon the occurrence of any Default or an Event of Default, and after giving effect to any applicable grace period, in addition to and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the Obligations to be immediately due and payable, and the rights and remedies of Lender with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable law.

4.3 Expense of Collection and Sale. Debtor agrees to pay all costs and expenses incurred by Lender in connection with the negotiation and preparation of this Agreement or any other document, or any other Loan Documents executed in connection herewith, in determining Lender's rights under, and in enforcing and determining its rights under and enforcing the security interests created by this Agreement, including, without limitation, costs and expenses relating to taking, holding, insuring, preparing for sale, appraising, selling or otherwise realizing on the Collateral, and reasonable attorneys' fees and expenses in connection with any of the foregoing. All such reasonable costs and expenses shall be payable on demand, and shall bear interest at the highest rate charged on any Obligation, payable on demand, from the date of Lender's payment of such costs and expenses until payment in full is made by Debtor, at the highest rate of interest permitted by law.

4.4 Compliance with Other Laws. Lender may comply with any applicable law requirements in connection with a disposition of the Collateral, and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

4.5 Warranties. Lender may sell the Collateral without giving any warranties. Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

5. GENERAL PROVISIONS.

5.1 Waivers. Debtor expressly waives notice of nonpayment, demand, presentment, protest or notice of protest in relation to the Loan Documents or the Collateral. No delay or omission of Lender in exercising or enforcing any of its rights, powers, privileges, options or remedies under this Agreement shall constitute a waiver thereof, and no waiver by Lender of any default by Debtor shall operate as a waiver of any other default.

5.2 Remedies Not Exclusive. All rights and remedies of Lender under this Agreement shall be cumulative and not alternative or exclusive, irrespective of any other collateral guaranty, right or remedy and may be exercised by Lender at such time or times and in such order as Lender, in its sole discretion, may determine, and are for the sole benefit of Lender. The exercise or failure to exercise such rights and remedies shall not result in liability to Debtor or others except in the event of willful misconduct or bad faith by Lender, and in no event shall Lender be liable for more than it actually receives as a result of the exercise or failure to exercise such rights and remedies.

5.3 Successors and Assigns. This Agreement is entered into for the benefit of the parties hereto and their successors and assigns. It shall be binding upon and shall inure to the benefit of such parties, their successors and assigns. Lender shall have the right, without the necessity of any further consent or authorization by the Debtor, to sell, assign, securitize or grant participation in all, or a portion of, Lender's interest in the Collateral, to other financial institutions of the Lender's choice and on such terms as are acceptable to Lender in its sole discretion.

5.4 Notices. Wherever this Agreement provides for notice to any party (except as expressly provided to the contrary), it shall be given by messenger, facsimile, certified U.S. mail with return receipt requested, or nationally recognized overnight courier with receipt requested, effective when received by the party to whom addressed, and shall be addressed as follows, or to such other address as the party affected may hereafter designate:

If to Lender	One Angelus Drive
	Garnerville, NY 10923

If to Debtor:	Hudson Technologies Company
	Attn: Stephen P. Mandracchia, Esq.
	275 North Middletown Road
	Pearl River, New York 10965
	Tel: (845) 735-6000
	Fax: (845) 512-6070

5.5 Strict Performance. The failure, at any time or times hereafter, to require strict performance by the Debtor of any provision of this Agreement shall not waive, affect or diminish any right of Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Lender of any Default or Event of Default by the Debtor under this Agreement or any other Loan Document shall not suspend, waive or affect any other Default or Event of Default by the Debtor under this Agreement or any other Loan Document, whether the same is prior or subsequent thereto and whether of the same or a different type.

5.6 Construction of Agreement. The parties hereto agree that the terms and language of this Agreement were the result of negotiations between the parties, and, as a result, there shall be no prescription that any ambiguities in this Agreement shall be resolved against either party. Any controversy over the construction of this Agreement shall be decided mutually without regard to events of authorship or negotiation.

5.7 WAIVER OF RIGHT TO JURY TRIAL.

(a) Debtor and Lender recognize that in matters related to this Agreement, and as it may be subsequently modified and/or amended, any such party may be entitled to a trial in which matters of fact are determined by a jury (as opposed to a trial in which such matters are determined by a federal or state judge). By execution of this Agreement, Debtor and Lender will give up their respective right to a trial by jury. Debtor and Lender each hereby expressly acknowledged that this waiver is entered into to avoid delays, minimize trial expenses, and streamline the legal proceedings in order to accomplish a quick resolution of claims arising under or in connection with this Agreement.

(b) WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, DEBTOR AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT DEBTOR OR LENDER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED THEREBY OR HEREBY, BEFORE OR AFTER MATURITY.

(c) CERTIFICATIONS. DEBTOR HEREBY CERTIFIES THAT NEITHER ANY REPRESENTATIVE NOR AGENT OF LENDER NOR LENDER'S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. DEBTOR ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO ENTER INTO THE TRANSACTION BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION HEREIN.

5.8 Entire Agreement; Amendments; Lender's Consent. This Agreement represents the entire agreement between the parties. No amendment or waiver of any provision of this Agreement or of the Note, nor consent to any departure by Debtor therefrom, shall in any event be effective unless the same shall be in a writing signed by the Lender.

5.9 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

5.10 Severability of Provisions. Any provision of this Agreement or any of the other Loan Documents that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or the other Loan Documents or affecting the validity or enforceability of such provision in any other jurisdiction.

5.11 Table of Contents; Headings. The table of contents and headings preceding the text of this Agreement are inserted solely for convenience of reference and shall not constitute a part of this Agreement or affect its meaning, construction or effect.

5.12 Exhibits and Schedules. All of the Exhibits and Schedules to this Agreement are hereby incorporated by reference herein and made a part hereof.

5.13 Governing Law; Consent To Jurisdiction.

(a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY LENDER AND ACCEPTED BY DEBTOR IN THE STATE OF NEW YORK, AND THE PROCEEDS OF OBLIGATIONS DELIVERED PURSUANT THERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREIN, AND IN ALL RESPECTS, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE APPLICABLE INDIVIDUAL PROPERTY IS LOCATED, IT BEING UN DERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY AND THE ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE INDEBTEDNESS OR OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER AND DEBTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE OBLIGATIONS, AND THIS AGREEMENT AND THE OBLIGATIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR DEBTOR, ANY GUARANTOR OR OTHER PARTY TO THIS TRANSACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED IN THE SOLE OPTION OF LENDER IN ANY FEDERAL OR STATE COURT LOCATED IN ROCKLAND COUNTY, NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND LENDER AND DEBTOR WAIVE ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND LENDER AND DEBTOR HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized on the day and year first above written.

/s/ Catherine F. Zugibe

Catherine F. Zugibe

HUDSON TECHNOLOGIES COMPANY
By:	/s/ Brian F. Coleman
	Brian F. Coleman
	President and Chief Operating Officer

EX-10.9

Exhibit 10.9

SUBORDINATION AND INTERCREDITOR AGREEMENT

This Subordination and Intercreditor Agreement (the "Agreement") is made this 26th day of March, 2009, between CATHERINE F. ZUGIBE (the "Subordinated Lender"), a New York resident, and KELTIC FINANCIAL PARTNERS, LP, a Delaware limited partnership ("Keltic"), and BRIDGE HEALTHCARE FINANCE, LLC, a Delaware limited liability company ("Bridge", and together with Keltic, individually and collectively, "Senior Lender").

WITNESSETH

WHEREAS, Hudson Technologies Company, a Tennessee corporation ("Borrower"), has executed and delivered to Senior Lender one or more revolving notes and/or term notes (the "Senior Notes") evidencing all of Borrower's obligations, liabilities and indebtedness to Senior Lender, as set forth in an Amended and Restated Loan Agreement dated June 26, 2007 among Borrower and Senior Lender (as amended, modified or supplemented from time to time, the "Loan Agreement"), and as secured by a General Security Agreement made by Borrower in favor of Senior Lender (the "Security Agreement") (the Loan Agreement, the Security Agreement and the Senior Notes together with the other documents, instruments and agreements executed in connection therewith, as they may from time to time be modified, amended, restated or replaced are hereinafter collectively referred to as, the "Senior Loan Documents"), pursuant to which Senior Lender has agreed to make certain loans and advances to Borrower (collectively, the "Loans"), upo n and subject to the terms of the Senior Loan Documents, which Loans will directly benefit Subordinated Lender. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Senior Loan Documents.

WHEREAS, all of the indebtedness, liabilities and obligations of Borrower to Senior Lender, whether now existing or hereafter arising, including, without limitation, the Loans and all other present and future Obligations of Borrower to Senior Lender are hereinafter collectively called the "Senior Debt."

WHEREAS, the payment and performance of the Senior Debt is secured by a security interest in, among other things, all of the present and future goods, equipment, inventory, investment property, instruments, chattel paper, documents, letter-of-credit rights, accounts, deposit accounts, commercial tort claims and general intangibles of Borrower, wherever located, and the products and proceeds thereof (collectively, the "Collateral").

WHEREAS, Subordinated Lender is or may be the holder of certain indebtedness and liabilities owing from Borrower to Subordinated Lender from time to time or may have made a loan or loans to Borrower, including under that certain Note Purchase Agreement dated on or about the date hereof between Borrower and Subordinated Lender (the "Subordinated Note Purchase Agreement") and that certain promissory note dated on or about the date hereof given by Borrower to Subordinated Lender in the principal amount of $1,000,000 (the "Subordinated Note"). The Subordinated Note Purchase Agreement, the Subordinated Note and the Subordinated Security Agreement referenced below, together with all other documents, agreements, instruments and/or certificates relating thereto, are hereinafter collectively referred to as the "Subordinated Debt Documents."

WHEREAS, all indebtedness, liabilities and obligations of Borrower to Subordinated Lender, whether now existing or hereafter arising, including, without limitation, all indebtedness, liabilities and obligations under the Subordinated Debt Documents, together with all interest and other monies due or to become due thereunder, and any fees, costs and expenses in connection therewith, are hereinafter referred to as the "Subordinated Debt."

WHEREAS, the payment and performance of the Subordinated Debt is secured by a security interest in certain assets of the Borrower, some or all of which constitute the Collateral, pursuant to a General Security Agreement given by Borrower in favor of Subordinated Lender (as amended, the "Subordinated Security Agreement").

WHEREAS, it is a condition precedent to the obligation of Senior Lender to continue to make the Loans provided for in the Senior Loan Documents that Subordinated Lender and Borrower execute and deliver this Agreement to and with Senior Lender.

NOW, THEREFORE, in order to induce Senior Lender to make the Loans provided for in the Senior Loan Documents and in consideration therefor, and in consideration of the mutual covenants set forth herein, the parties hereto hereby agree as follows:

1. CONSENT. Subordinated Lender hereby consents to and approves of the execution, delivery and performance by Borrower of the Senior Loan Documents and the consummation of the transactions contemplated thereby, notwithstanding anything to the contrary contained in any of the agreements, instruments and documents executed in connection with the Subordinated Debt.

2. SUBORDINATION.

2.1 Subordination of Payment. Except as set forth in Section 2.2 below, the payment of any and all of the principal amount of, interest on and any fees, costs and expenses on the Subordinated Debt is hereby expressly subordinated and made junior to the payment of the principal amount, all interest, all liquidated damages, fees, costs, expenses and any other amounts due on the Senior Debt.

2.2 Payments. Anything in any other agreement, instrument or document executed and delivered in connection with the Subordinated Debt to the contrary notwithstanding, Borrower shall not make, and Subordinated Lender shall not receive, accept or retain, any direct or indirect payment, or prepayment on account, or any reduction (whether by way of loan, set-off or otherwise) in respect of the principal of, premium on, or interest on the Subordinated Debt until the Termination Date (as defined in Section 6.11); provided, however, that so long as (a) on the date such proposed payment is to be made (a) no Default or Event of Default has occurred and is continuing, or shall occur as a result of such payment, and (b) on the date such proposed payment is to be made and after giving effect to such proposed payment, Borrower shall have availability of not less than $500,000 under the Revolving Loan (calculated on average for the thirty (30) days prior to the date of such proposed payment, with exp enses, liabilities and trade payables being paid in the ordinary course of business), Borrower may make, and Subordinated Lender may accept, (i) monthly payments of interest on the Subordinated Debt (with interest not to exceed ten percent (10%) per annum), without acceleration, and (ii) payment of principal on the Subordinated Debt on September 30, 2009.

2.3 Subordination of Lien. Notwithstanding the date, manner or order of creation, attachment or perfection of those security interests and liens in favor of Subordinated Lender now or hereafter existing in the Collateral, and notwithstanding any provisions of the Uniform Commercial Code or other applicable law or of any agreement(s) granting such security interests or liens to Subordinated Lender and Senior Lender, the security interests and liens held by Subordinated Lender in the Collateral shall be, in all respects, subject to and subordinate to the security interests and liens of Senior Lender in the Collateral to the full extent of the Senior Debt secured thereby. Subordinated Lender will indicate in any financing statement filed (whether before or after the date hereof) in connection herewith that its security interests and liens in the Collateral are subordinated to the security interests and liens of Senior Lender in the Collateral.

2.4 Default/Remedies. In the event of (a) any insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, readjustment of debt, arrangement, composition, assignment for the benefit of creditors, or other similar proceeding relative to Borrower or its creditors, as such, or its property, or (b) any proceeding of Borrower for voluntary liquidation, dissolution, winding down or bankruptcy proceedings (collectively, an "Insolvency Event"), then and in any such event:

(i) All of the Senior Debt shall first be paid in full before any payment or distribution of any character, whether in cash, securities, obligations or other property, shall be made in respect of the Subordinated Debt;

(ii) Any payment or distribution of any character, which would otherwise (but for the terms hereof) be payable or deliverable in respect of the Subordinated Debt (including any payment or distribution of any other indebtedness of Borrower being subordinated to the Subordinated Debt), shall be paid or delivered directly to Senior Lender, or its representative, until the Termination Date, and Subordinated Lender irrevocably authorizes, empowers and directs all receivers, custodians, trustees, liquidators, conservators and others having authority in the property and premises of Subordinated Lender to effect all such payments and deliveries; and

(iii) Notwithstanding any statute, including, without limitation, the United States Bankruptcy Code (the "Bankruptcy Code"), any rule of law or bankruptcy procedures to the contrary, the right of Senior Lender hereunder to have all of the Senior Debt paid and satisfied in full prior to the payment of any of the Subordinated Debt shall include, without limitation, the right of Senior Lender to be paid in full all interest accruing on the Senior Debt due to it after the filing of any petition by or against Borrower in connection with any bankruptcy or similar proceeding or any other proceeding referred to in this paragraph, hereof, prior to the payment of any amounts in respect to the Subordinated Debt, including, without limitation, any interest due to Subordinated Lender accruing after such date.

2.5 Turnover to Senior Lender; Senior Lender's Rights.

(a) Subordinated Lender will, upon the written request of Senior Lender, prove, enforce and endeavor to obtain payment of the aggregate outstanding amount of all unpaid Subordinated Debt payments due and payable, or thereafter becoming due and payable from Borrower to Subordinated Lender, and will turn over to Senior Lender in precisely the form received, any payment of any kind or character on account of the Subordinated Debt for application to the payment of any indebtedness, liabilities or obligations of Borrower to Senior Lender then existing. In the event that Subordinated Lender shall fail to take any such action requested by Senior Lender, Senior Lender may, as attorney-in-fact for Subordinated Lender, take such action on behalf of Subordinated Lender but for the use and benefit of Senior Lender. Subordinated Lender hereby authorizes and empowers (without imposing any obligation on) Senior Lender, under the circumstances referred to in this Paragraph 2.5(a) to demand, sue for, collect a nd receive every such payment and distribution and give acquittance therefor, and to file claims and to take such other proceedings in Senior Lender's own name or in the name of Subordinated Lender or otherwise, and to vote, give consent and take any other steps with regard thereto, all as Senior Lender may deem necessary or advisable for the enforcement of this Agreement, including without limitation, the right of Senior Lender in its own name or in the name of Subordinated Lender, to vote the full amount of the Subordinated Debt in its sole discretion in connection with any resolution, arrangement, plan of reorganization, compromise, settlement or extension, and to take all such other action (including, without limitation, the right to participate in any composition of creditors and the right to vote the Subordinated Debt at creditors' meetings for the election of trustees, acceptance of plans and otherwise), as Senior Lender may deem necessary or advisable for the enforcement of this Agreement; and

(b) Subordinated Lender or any other holder of the Subordinated Debt shall execute and deliver to Senior Lender or its representative all such further instruments confirming the authorization referred to in the Paragraph 2.5(a), and any powers of attorney specifically confirming the rights of Senior Lender arising hereunder, and all such proofs of claim, assignments of claim and other instruments and shall take all such other actions as may be requested by Senior Lender or its representative in order to enable Senior Lender or its representative to enforce any and all claims upon or in respect of such Subordinated Debt and to collect and give any and all payments of distributions which may be payable or deliverable at any time upon or with respect to the Subordinated Debt.

(c) Notwithstanding anything contained in this Paragraph 2.5 to the contrary, the respective rights and obligations of the parties hereto under this Paragraph 2.5 shall be applicable only at such time as Senior Lender has accelerated the Senior Debt.

2.6 Payments in Trust. If, notwithstanding the provisions of this Agreement, any payment or distribution of any character (whether in cash, securities, or other property) or any security shall be received by Subordinated Lender in contravention of the terms of this Agreement, such payment, distribution or security shall be held in trust for the benefit of, and shall be paid over or delivered and transferred to Senior Lender, or its representative, for application to the payment of all Senior Debt remaining unpaid, until the Termination Date.

2.7 Transfer/Assignment of Senior Debt. This Agreement, without further reference, shall pass to and may be relied on and enforced by any transferee or subsequent holder of any Senior Debt. In the event of any sale, assignment, disposition or other transfer of the Subordinated Debt, Subordinated Lender shall cause the transferee thereof to execute and deliver to Senior Lender an agreement (substantially identical with this Agreement or otherwise in form and substance satisfactory to Senior Lender) providing for the continued subordination of the Subordinated Debt to the Senior Debt as provided herein and for the continued effectiveness of all of the rights of Senior Lender arising under this Agreement.

3. CONTINUED EFFECTIVENESS OF THIS AGREEMENT. The terms of this Agreement, the subordination effected hereby, and the rights of Senior Lender and the obligations of Subordinated Lender arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by:

(a) any amendment, modification or termination of or supplement to the Senior Loan Documents or any other agreement, instrument or document executed or delivered pursuant thereto;

(b) the validity or enforceability of any such documents;

(c) the release, sale, exchange or surrender, in whole or in part, of any collateral security, now or hereafter existing, for any of the Senior Debt or any other indebtedness, liability or obligation of Borrower to Senior Lender, now existing or hereafter arising;

(d) any exercise or failure to exercise any right, power or remedy under or in respect of the Senior Debt or any of such instruments and documents referred to in clause (a) above or arising at law; or

(e) any waiver, consent, release, indulgence, extension, renewal, modifications, delay or other action, inaction or omission in respect of the Senior Debt or any of the agreements instruments or documents executed and delivered in respect of any collateral security for the Senior Debt or any other indebtedness, liability or obligation of Borrower to Senior Lender, now existing or hereafter arising, all whether or not Subordinated Lender shall have had notice or knowledge of any of the foregoing and whether or not it shall have consented thereto.

4. RESTRICTIONS; RIGHTS AND REMEDIES; WAIVER OF CLAIMS.

4.1 Restrictions. Prior to the Termination Date and notwithstanding anything contained in any Subordinated Debt Documents to the contrary, Subordinated Lender shall not, without the prior written consent of Senior Lender, do any of the following:

(a) amend, modify or supplement or agree to any amendment, modification or supplement of, or to, the Subordinated Debt or any of the Subordinated Debt Documents in any manner;

(b) accelerate the maturity of all or any portion of the Subordinated Debt, or take any action towards collection of all or any portion of the Subordinated Debt or enforcement of any rights, powers or remedies under the Subordinated Debt Documents against any of the property, real or personal, of Borrower, or any interest therein or under other agreements entered into pursuant thereto or against any of the property, real or personal, of Borrower or any interest therein upon the occurrence of any event of default under the Subordinated Debt or as defined in the Subordinated Debt Documents or any event, which with the passage of time, or giving of notice, or both would constitute such a default (including, without limitation, the occurrence of an Event of Default under any of the Senior Loan Documents);

(c) contest, protest or object to any foreclosure proceeding, post petition financing, use of cash collateral or action brought by Senior Lender or any other exercise by Senior Lender of any rights or remedies under the Senior Loan Documents or applicable law; or

(d) obtain any additional security interest in or liens upon any of Borrower's existing or hereafter acquired real or personal property including, without limitation, the Collateral without Senior Lender's prior written consent. In the event that Subordinated Lender shall, despite the provisions of this paragraph, obtain any such additional security interest or lien, then without any further action any such security interest or lien shall be deemed assigned to Senior Lender as collateral security for the Senior Debt and the termination of the Commitment as provided in the Senior Loan Documents.

4.2 Senior Lender's Rights and Remedies. Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral. In exercising rights and remedies with respect to the Collateral, Senior Lender may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder, all in such order and in such manner as it may determine in the exercise of its sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction.

4.3 Right to Release. Senior Lender's rights with respect to the Collateral include the right to release any or all of the Collateral from the security interest and lien of any Senior Loan Documents or Subordinated Debt Documents in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Debt or Subordinated Debt. If Senior Lender shall determine, in connection with any sale of Collateral, that the release of such security interest and lien of any Subordinated Debt Document on such Collateral in connection with such sale is necessary or advisable, Subordinated Lenders shall execute such release documents and instruments and shall take such further actions as Senior Lender shall request. Subordinated Lender hereby irrevocably constitutes and appoints Senior Lender and any officer of Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated Lender and in the name of Subordinated Lender or in Senior Lender's own name, from time to time in Senior Lender's discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release.

4.4 Waiver of Claims. To the maximum extent permitted by law, Subordinated Lender waives any claim it might have against Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of Senior Lender, or its directors, officers, employees or agents with respect to any exercise of rights or remedies under the Senior Loan Documents or any transaction relating to the Collateral. Neither Senior Lender, nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Borrower or Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

5. PROVISIONS APPLICABLE AFTER BANKRUPTCY. The provisions of this Agreement shall continue in full force and effect notwithstanding the occurrence of any Insolvency Event. To the extent that Subordinated Lender has or acquires any rights under Section 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, Subordinated Lender hereby agrees not to assert such rights without the prior written consent of Senior Lender; provided that, if requested by Senior Lender, Subordinated Lender shall seek to exercise such rights in the manner requested by Senior Lender, including the rights in payments in respect of such rights. Subordinated Lender (both in its capacity as Subordinated Lender and in its capacity as a party which may be obligated to Borrower or any of Borrower's affiliates with respect to contracts which are part of Senior Lender's Collateral) agrees not to initiate or prosecute or encourage any other Person to initiate or prosecute any claim, action, objection o r other proceeding (i) challenging the enforceability of Senior Lender's claim (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt, (iii) asserting any claims which Borrower may hold with respect to Senior Lender, or (iv) objecting to any sale or other disposition of Borrower's assets consented to by Senior Lender in any bankruptcy or other proceeding or any borrowing or grant of any lien by Borrower consented to by Senior Lender in any such proceeding.

6. GENERAL PROVISIONS.

6.1 Successors and Assigns. This Agreement is entered into for the benefit of the parties hereto and their successors and permitted assigns. It shall be binding upon and shall inure to the benefit of the parties, their successors and assigns. Senior Lender shall have the right, without the necessity of any further consent or authorization by Subordinated Lender, to sell, assign, securitize or grant participation in all, or a portion of, Senior Lender's interest in the Senior Loan Documents, to other financial institutions of Senior Lender's choice and on such terms as are acceptable to Senior Lender in its sole discretion.

6.2 Subrogation. No payment or distribution to Senior Lender pursuant to the provisions of this Agreement shall entitle Subordinated Lender to exercise any rights of subrogation in respect thereof prior to the Termination Date. After the Termination Date, and provided that no payments are voidable, Subordinated Lender shall be subrogated to the rights of Senior Lender to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to Subordinated Lender have been applied to the payment of Senior Debt. A distribution made under this Agreement to Senior Lender, which otherwise would have been made to Subordinated Lender, is not, as between Subordinated Lender and Borrower, a payment by Borrower on the Subordinated Debt.

6.3 Reinstatement. The obligations of Subordinated Lender under this Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time any payment in respect of any Senior Debt is rescinded or must otherwise be restored or returned by Senior Lender by reason of any bankruptcy, reorganization, arrangement, composition or similar proceeding or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any substantial part of Borrower's property, or otherwise, all as though such payment had not been made.

6.4 Notice. Wherever this Agreement provides for notice to any party (except as expressly provided to the contrary), it shall be given by messenger, facsimile, certified U.S. mail with return receipt requested, or nationally recognized overnight courier with receipt requested, effective when received or receipt rejected by the party to whom addressed, and shall be addressed as follows, or to such other address as the party affected may hereafter designate:

If to Senior Lender:	Keltic Financial Partners, LP
	580 White Plains Road, Suite 610
	Tarrytown, New York 10591
	Attn: John P. Reilly, President and CEO
	Fax: (914) 921-1154

With a copy to:	Stradley Ronon Stevens & Young, LLP
	Woodland Falls Corporate Park
	200 Lake Drive East, Suite 100
	Cherry Hill, New Jersey 08002
	Attn: Michael P. Bonner, Esquire
	Fax: (856) 321-2415

If to Subordinated
Creditor:	Catherine F. Zugibe
	One Angelus Drive
	Garnerville, New York 10923
	Fax: (845) 354-1333

6.5 Conflicts of Terms. In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant of the Subordinated Debt, or any document executed in connection therewith or the indebtedness evidenced thereby, the provisions of this Agreement shall control and govern.

6.6 Further Assurances. Subordinated Lender and Borrower, at their own expense and at any time from time to time, upon the written request of Senior Lender will promptly and duly execute and deliver such further instruments and documents and take such further actions as Senior Lender reasonably may request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted.

6.7 Expenses. Borrower will pay or reimburse Senior Lender, upon demand, for all its costs and expenses in connection with the enforcement or preservation of any rights under this Agreement, including, without limitation, fees and disbursements of counsel to Senior Lender. Borrower will pay, indemnify, and hold Senior Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions (whether sounding in contract, tort or on any other ground), judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or relating to this Agreement or any action taken or omitted to be taken by any Senior Lender with respect to any of the foregoing.

6.8 Legend. Subordinated Lender and Borrower will cause any promissory note evidencing the Subordinated Debt to bear upon its face a legend referring to this Agreement and indicating that such promissory note is subordinated as provided herein.

6.9 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified orally but may be amended or modified only in writing, signed by all parties hereto. No amendment or waiver of provision of this Agreement shall in any event be effective unless it is in writing, making specific reference to this Agreement and signed by the party against whom such waiver is sought to be enforced.

6.10 No Third-Party Beneficiaries. Notwithstanding anything contained herein to the contrary, no provision of this Agreement is intended to benefit any party other than the signatories hereto, nor shall any such provision be enforceable by any other party.

6.11 Termination. This Agreement shall terminate upon the indefeasible payment in full of the Senior Debt and termination of the Senior Loan Documents (such date being referred to as the "Termination Date").

6.12 Subordinated Lender. Each reference to "Subordinated Lender" shall be deemed to mean each Subordinated Lender, individually and collectively, as the context requires.

6.13 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts (each of which may be transmitted via facsimile or pdf), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

7. GOVERNING LAW; CONSENT TO JURISDICTION.

(A) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York; provided, however, that if any of the Collateral shall be located in any jurisdiction other than New York, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Senior Lender's lien upon such Collateral and the enforcement of Senior Lender's other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of New York.

(B) AS PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF SUBORDINATED LENDER OR SENIOR LENDER, SUBORDINATED LENDER HEREBY CONSENTS AND AGREES THAT ANY FEDERAL OR STATE COURT LOCATED IN ANY COUNTY IN NEW YORK STATE, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN SUBORDINATED LENDER AND SENIOR LENDER PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, HOWEVER, SENIOR LENDER MAY, AT ITS OPTION, COMMENCE ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION TO OBTAIN POSSESSION OF OR FORECLOSE UPON ANY COLLATERAL, TO OBTAIN EQUITABLE RELIEF OR TO ENFORCE ANY JUDGMENT OR ORDER OBTAINED BY SENIOR LENDER AGAINST SUBORDINATED LENDER OR WITH RESPECT TO ANY COLLATERAL, TO ENFORCE ANY OTHER RIGHT OR REMEDY UNDER THIS AGREEMENT OR TO OBTAIN ANY OTHER RELIEF DEEMED APPROPRIATE BY SENIOR LENDER. SUBORDINATED LENDER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND SUBORDINATED LENDER HEREBY WAIVES ANY OBJECTION WHICH SUBORDINATED LENDER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. SUBORDINATED LENDER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS CONSENT TO JURISDICTION PROVISION WITH ITS LEGAL COUNSEL, AND HAS MADE THIS WAIVER KNOWINGLY AND VOLUNTARILY.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first above written.

/s/ Catherine F. Zugibe

Catherine F. Zugibe

	KELTIC FINANCIAL PARTNERS, LP
By:	KELTIC FINANCIAL SERVICES LLC,
	its general partner

By:	/s/ John P. Reilly
Name:	John P. Reilly
Title:	President and CEO

BRIDGE HEALTHCARE FINANCE, LLC
By:	/s/ Kim Gordon
Name:	Kim Gordon
Title:	Executive Vice President and Chief Credit Officer

BORROWER AGREEMENT

The undersigned, the Borrower mentioned in the foregoing Subordination and Intercreditor Agreement, hereby acknowledges receipt of a copy thereof, acknowledges that the Subordinated Debt mentioned therein is payable as stated therein. Borrower shall make no payment of principal of or interest on the Subordinated Debt, other than as expressly permitted under Section 2.2 of the Subordination and Intercreditor Agreement.

Dated as of March 26, 2009

HUDSON TECHNOLOGIES COMPANY
By:	/s/ Brian F. Coleman
Name:	Brian F. Coleman
Title:	President and Chief Operating Officer

AGREEMENT AND CONSENT OF GUARANTORS

Each of the undersigned guarantors, intending to be legally bound, does hereby (a) consent to the execution, delivery and performance of the within and foregoing Subordination and Intercreditor Agreement and the granting of subordinated liens by Borrower as referenced thereunder, and (b) confirm and reaffirm, without setoff, counterclaim, deduction or other claim of avoidance of any nature, the continuing effect of such guarantor's guaranty of the Obligations after giving effect to the foregoing Agreement.

HUDSON TECHNOLOGIES, INC.

By: /s/ Brian F. Coleman

Name: Brian F. Coleman

Title: President

HUDSON HOLDINGS, INC.

By: /s/ Brian F. Coleman

Name: Brian F. Coleman

Title: President

Dated: March 26, 2009

EX-31.1

Exhibit 31.1

Hudson Technologies, Inc.

Certification of Principal Executive Officer

I, Kevin J. Zugibe, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Hudson Technologies, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 6, 2009

/s/ Kevin J. Zugibe

Kevin J. Zugibe

Chief Executive Officer and

Chairman of the Board

EX-31.2

Exhibit 31.2

Hudson Technologies, Inc.

Certification of Principal Executive Officer

I, James R. Buscemi, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Hudson Technologies, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure control and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 6, 2009

/s/ James R. Buscemi

James R. Buscemi

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hudson Technologies, Inc. (the "Company") on Form 10-Q for the three month

period ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"),

I, Kevin J. Zugibe, as Chief Executive Officer and Chairman of the Board of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kevin J. Zugibe

Kevin J. Zugibe

Chief Executive Officer and

Chairman of the Board

May 6, 2009

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hudson Technologies, Inc. (the "Company") on Form 10-Q for the three month period ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"),

I, James R. Buscemi, as Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James R. Buscemi

James R. Buscemi

Chief Financial Officer

May 6, 2009