0001144204-06-047470 Sample Contracts

FORM OF WARRANT
O2diesel Corp • November 14th, 2006 • Wholesale-groceries & related products

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

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COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • November 14th, 2006 • O2diesel Corp • Wholesale-groceries & related products • Delaware

This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of September 15, 2006 (the “Execution Date”), by and among O2Diesel Corporation, a Delaware corporation (the “Company”), and Energenics Holdings Pte Ltd (the “Purchaser”).

AMENDMENT NO. 1 TO COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • November 14th, 2006 • O2diesel Corp • Wholesale-groceries & related products

This Amendment No. 1 (the “Amendment”) to the Common Stock and Warrant Purchase Agreement, dated as of September 15th, 2006 (the “Purchase Agreement”), is made as of November 9, 2006 (the “Execution Date”), by and among O2Diesel Corporation, a Delaware corporation (the “Company”), and Energenics Holdings Pte Ltd (the “Purchaser”).

SUPPLY AND DISTRIBUTION AGREEMENT
Supply and Distribution Agreement • November 14th, 2006 • O2diesel Corp • Wholesale-groceries & related products • London

This Supply and Distribution Agreement (the “Agreement”), effective as of September 15, 2006 (the “Effective Date”), is made between O2Diesel Corporation (“O2Diesel”), having its registered office at 100 Commerce Drive, Newark, DE 19713, USA and Energenics Pte Limited (“Energenics”) having its registered office at 7 Temaek Boulevard, Suntec City Tower 1 #04-01A, Singapore 038987 (each a “Party,” and collectively the “Parties”).

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