Wilshire Enterprises,
Inc.

    1 Gateway
Center

    Newark,
New Jersey 07102

    


    December
31, 2008

    


    Ms.
Sherry Wilzig Izak

    


    Livingston,
NJ

    


    


    Dear
Sherry:

    


    Reference
is made to the letter agreement, dated as of March 29, 2004, by and between
Wilshire Enterprises, Inc. and you (the "Letter Agreement").

    


    As both
Wilshire Enterprises, Inc. ("Wilshire") and you desire to amend the Letter
Agreement in order to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code"), this letter agreement
shall serve as an amendment to the Letter Agreement.

    


    The
special bonus described in the Letter Agreement is subject to your execution of
a General Release.  Notwithstanding any provision of the Letter
Agreement to the contrary, upon your termination of employment from Wilshire for
any reason as described in the Letter Agreement (other than by reason of your
death), Wilshire shall provide you with a General Release for your review within
five (5) days of such event.  You shall be provided twenty-one (21)
days (or such longer period as may be required under applicable law) to execute
such General Release.  Provided that you execute the General Release
as described above, you will be paid the special bonus on the fifth (5th) day
immediately following the date on which such General Release becomes effective;
provided, however, that (i) if
your termination of employment occurs on or prior to November 20 of any calendar
year, the special bonus will be paid no later than December 31 of such calendar
year and (ii) if your termination of employment occurs on or after November 21
of any calendar year, the special bonus will be paid no earlier than January 1
of the following calendar year (provided that, in each case, the General Release
becomes effective).  In the event of your death, the special bonus
will be paid to your estate within 5 days of your death.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The payment of the special bonus is intended to comply
with Section 409A of the Code and the regulations thereunder so as not to be
subject to an "additional tax" within the meaning of Section 409A of the
Code.  In no event may you, directly or indirectly, designate the
calendar year of the payment of the special bonus. Notwithstanding anything contained in the Letter
Agreement to the contrary, if you are a “specified employee” (determined in
accordance with Section 409A of the Code and Treasury Regulation Section
1.409A-3(i)(2)) as of the termination of your employment with Wilshire, and if
the payment of the special bonus both (i) constitutes a “deferral of
compensation” within the meaning of Section 409A of the Code and (ii) cannot be
paid or provided to you in the manner provided under the Letter Agreement or
otherwise without subjecting you to additional tax, interest and/or penalties
under Section 409A of the Code, then the special bonus shall, subject to your
execution and effectiveness of a General Release in accordance with the second
paragraph of this letter, be paid to you (or to your estate, if applicable) in a
lump sum cash payment (together with interest on such amount during the period
of such restriction at a rate, per annum, equal to the applicable federal
short-term rate (compounded monthly) in effect under Section 1274(d) of the Code
on the date of termination) on the earlier of (x) your death or (y) the first
business day of the seventh calendar month immediately following the month in
which your termination of employment occurs.

    


    


    


    


    


    WILSHIRE
ENTERPRISES, INC.

    


    


    


    /s/ Francis J.
Elenio____________

    By:           Francis
J. Elenio

    Title:        Chief
Financial Officer

    


    


    


    


    


    AGREED:

    


    


    /s/ Sherry Wilzig
Izak___________

    Sherry
Wilzig Izak

    Chairman
and Chief Executive Officer