Re: Amendment No. 6 (“Amendment No. 6) to the Exclusive License Agreement, dated March 20, 2006 and as amended September 11, 2006, December 13, 2006, November 3, 2007, November 9, 2007 and February 20, 2008 between Ferdinando Petrucci (“Petrucci”) and...

11111 Katy Freeway, Suite 910

Houston, TX 00000

(000) 000-0000 tel

(000 000-0000 fax

March 23, 2008

Xx. Xxxxxxxxxx Xxxxxxxx

Xxx Xxxxxxxx, 000x

Xxxx, Xxxxx

Re: Amendment No. 6 (“Amendment No. 6) to the Exclusive License Agreement, dated March 20, 2006 and as amended September 11, 2006, December 13, 2006, November 3, 2007, November 9, 2007 and February 20, 2008 between Xxxxxxxxxx Xxxxxxxx (“Xxxxxxxx”) and H2Diesel, Inc. (“H2Diesel”), a wholly owned subsidiary of H2Diesel Holdings, Inc. (as amended, the “License Agreement”)

Dear Xx. Xxxxxxxx:

Please acknowledge your agreement that the License Agreement is further amended as follows, by executing this Amendment No. 6 to the License Agreement in the space provided below:

The due date for US$850,000 of the US$1,000,000 payment originally due March 20, 2008 is extended to such date when H2 closes a financing transaction with net proceeds that exceed $850,000.

Very truly yours,

H2Diesel, Inc.
By:	/s/ Xxxxx X. Xxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxx
	Title: President and Chief Executive Officer

Acknowledged and agreed to this 25 day of March 2008:

/s/ Xxxxxxxxxx Xxxxxxxx

Xxxxxxxxxx Xxxxxxxx