H2Diesel, Inc. 20283 State Road 7, Suite 40 Boca Raton, Florida 33498 September 11, 2006

Exhibit 10.2

H2Diesel, Inc.

00000 Xxxxx Xxxx 0, Xxxxx 00

Xxxx Xxxxx, Xxxxxxx 00000

September 11, 2006

Xx. Xxxxxxxxxx Xxxxxxxx

Xxx Xxxxxxxx, 000X

Xxxx [Xxxxxxxxx], Xxxxx

Re: Exclusive License Agreement dated March 20, 2006 (the “License Agreement”), between Xxxxxxxxx Xxxxxxxx and H2Diesel, Inc. (“H2”)

Dear Ferdinando:

To memorialize our recent discussions, please acknowledge your agreement that the License Agreement is amended to extend each of the following deadlines to December 31, 2006, by executing this letter in the space provided below:

(1)   the date of payment of $1 million required by Section 1.b.(i)B of the License Agreement;

(2)   the expiration of the exercise period for H2’s option to acquire exclusive licensing rights in South America under Section 1.c. of the License Agreement; and

(3)   the date by which H2 must use reasonable efforts to cause a registration statement to be filed with the Securities and Exchange Commission under Section 2.d. of the License Agreement.

In consideration of the foregoing, H2 hereby agrees that the right of first offer under Section 1.d of the License Agreement shall not apply to any rights with respect to the Product (as defined in the License Agreement) in or with respect to the country of Romania.

Kindest regards,

H2 Diesel, Inc.

By:___/s/ Xxx X. Xxxxx

 Xxx X. Xxxxx

 Chief Executive Officer

Acknowledged and agreed to this 11^th day of September, 2006:

/s/ Xxxxxxxxxx Xxxxxxxx

Xxxxxxxxxx Xxxxxxxx