EXHIBIT
10.27  Dated the 9th day of November 2007   O2DIESEL ASIA LIMITEDas Licensor  and  O2DIESEL CORPORATION as Licensee  
  LICENCE
AGREEMENT  
  WATSON,
FARLEY & WILLIAMS Singapore  
 [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.  CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.  OMITTED TEXT IS INDICATED BY A *.


INDEXClause
  
  
  Page1
  INTERPRETATION
  
  12
  GRANT
  
  43
  SUB-LICENSING
  
  44
  FORMAL
  LICENCES
  
  55
  LICENSEES
  OBLIGATIONS
  
  56
  PROVISION
  OF LICENSED KNOW-HOW
  
  57
  IMPROVEMENTS
  
  68
  CONFIDENTIALITY
  
  69
  PROTECTION
  OF LICENSED PATENTS & THIRD PARTY CLAIMS
  
  710
  INDEMNITY
  
  811
  ROYALTIES
  
  812
  RESTRICTIONS
  ON THE PARTIES
  
  913
  LIABILITY
  UNDER THIS AGREEMENT
  
  914
  DURATION
  AND TERMINATION
  
  915
  GENERAL
  
  11  i


THIS LICENCEis made the 9th day of November 2007  BETWEEN  (1)O2DIESEL ASIA LIMITED,a company registered in the Republic of
Ireland with Company No. 444569 and whose registered office is at 3
Burlington Road, Dublin 4, Republic of Ireland (the Licensor); and  (2)O2DIESEL CORPORATION,a company registered in the State of
Delaware and trading on the American Stock Exchange and having its registered
office at 100 Commerce Drive, Newark, DE 19713 USA (the Licensee)  (each
a Party and together the Parties).  WHEREAS:  (A)The Licensor is the exclusive licensee of
the rights to Licensed Patents and Licensed Know-How under the Head
Licence.  The Licensor has agreed to
grant and the Licensee has agreed to take an exclusive licence under the
Licensed Patents and the Licensed Know-How in the Territory on the terms set
out in this Licence.  IT IS AGREEDas follows:  1.INTERPRETATION  1.1In this Licence except where the
context otherwise requires the following terms shall have the following
meanings:  Associated Company
  
  means,
  in relation to a company, its parent undertaking or its subsidiary
  undertaking, or a subsidiary undertaking of its parent undertaking or any other person controlled by or
  under the same control either
  directly or indirectly (as defined in sections 258 and 259 of the Companies
  Act 1985);Annual Net Profit
  
  means the Licensees
  total and received profit from sales of the Licensed Products in the
  Territory in any calendar year calculated by deducting from the total gross
  sales of the Licensed Products in the Territory in that calendar year
  (i) the manufacturing costs incurred by or paid to third parties, not
  being the Licensees Associated Companies, by the Licensee, (ii) the
  Royalties paid or to be paid to the Licensor in respect of the sale by the
  Licensee of the Licensed Products in the Territory in the relevant calendar
  year and (iii) cost of transportation, handling charges, taxes and any
  other costs and charges reasonably incurred by the Licensee in connection
  with, and required to facilitate, the supply and/or sale of the Licensed
  Products in the Territory;


Confidential Information
  
  means all information
  disclosed by one Party to the other in materialform (including without limitation in a written document)
  provided that each such item of information would appear to a reasonable
  person to be confidential;Control
  
  means
  the direct or indirect beneficial ownership of 25% or more of the combined
  voting power of shares;Current Treat Rate
  
  means
  the ratio of * parts per million of Licensed Product required to stabilize
  one blended unit of ethanol diesel fuel;Head Licence
  
  means
  the licence agreement between the Head Licensor and the Licensor dated 9
  November 2007;Head Licensor
  
  means
  O2 Diesel Europe Limited;Improvement
  
  means
  any improvement, enhancement or modification to the Licensed Products or
  their method of manufacture;Licensed Know-How
  
  means
  any methods, techniques, processes, discoveries or inventions (whether
  patentable or not), specifications, formulae, data and any other substantial
  and identifiable know-how which relates to the Licensed Products;Licensed Patents
  
  means
  
  1.       the patents and patent applications
  listed in Schedule 1 to which the Licensor is the sole registered
  proprietor;
  
  2.       all granted patents and patent
  applications in the Territory which are equivalent to and/or claim priority
  from the applications listed at Schedule 1 from time to time and granted
  patents issuing from such applications together with all re-issues and extensions
  of such granted patents; and
  
  3.       all patent applications and/or granted
  patents in the Territory for inventions developed by the Licensor or its
  Associated Companies which relate to the mixing of diesel fuel and ethanol;Licensed Products
  
  means the O2 Diesel
  Additive and the O2 Diesel Product and any other product manufactured using,
  or embodying, (i) the Licensed Patents and/or (ii) Licensed
  Know-How and/or (iii) any Improvement developed by the Head Licensor;  2


Net Sales Price
  
  means the actual
  invoiced price in an arms length transaction, less transport, freight and
  value added (or like) tax to the extent identified on the invoice provided
  that where the Licensed Products are:
  
  (a)used
  by the Licensee; or
  
  (b)old
  or otherwise supplied to any Associated Company of the Licensee (being a
  subsidiary or holding company of the Licensee, or any subsidiary of such
  holding company from time to time, where such terms have the meanings given
  in section 736 of the Companies Act 1985, as amended by the Companies Act
  1989); or
  
  (c)incorporated
  in another product and sold or otherwise supplied at a price which is
  included in the price of the other product,
  
  the Net Sales Price of
  each such Licensed Product shall be deemed to be the Net Sales Price which
  would have been applied under this agreement, had such Licensed Product been
  transferred to an independent arms length customer;O2 Diesel Additive
  
  means
  the O2 Diesel proprietary compound that allows the mixing of diesel fuel and
  ethanol;O2 Diesel Product
  
  means oxygenated diesel
  fuel comprising base diesel fuel, the O2 Diesel Additive, ethanol and acetane
  improver;Person(s)
  
  includes
  any person, firm or company or group of persons or unincorporated body;Profit Royalties
  
  means*% of the Licensees Annual Net
  Profit payable in the event that the volume of Sales of the Licensed Products
  by the Licensee in the Territory in any calendar year exceeds * litres or the applicable volume as
  adjusted to take into account any downward adjustment
  from the Current Treat Rate;Royalties
  
  means
  the Sales Royalties and the Profit Royalties;Sales Royalties
  
  means*% of the Net Sales Price of
  Licensed Products made, sold or used in the Territory by Licensee;Sales
  
  means sales made by the
  Licensee of the Licensed Products in the Territory as a result of orders
  received by the Licensee in the relevant calendar year and in respect of
  which the Licensee has received payment;  3


Supply Agreement
  
  means the Supply and
  Distribution Agreement between Energenics Pte Limited and the Licensee dated
  15 September 2006; andTerritory
  
  means India, Singapore,
  Thailand, Malaysia, Hong Kong, Australia, New Zealand, and South Africa,
  including all other countries in Asia in which the Licensor may choose to
  file further patent applications and any further territories agreed between
  the parties from time to time in writing.  1.2The singular includes the plural
and vice versa.  1.3Headings in this Licence are
included for the purpose of ease of reference only and shall not have any
effect on its construction.  2.GRANT  2.1The Licensor hereby grants to
the Licensee an exclusive licence under the Licensed Patents and the Licensed
Know-How to manufacture, have manufactured and to sell or supply or otherwise
deal in the Licensed Products in the Territory.  3.SUB-LICENSING  3.1The Licensee is authorized to
sub-licence the manufacture of the Licensed Products to third parties but only
on terms and conditions which have been approved by the Licensor.  The Licensee may without the approval of the
Licensor grant sub-licences of its rights under this Licence to Associated
Companies of the Licensor, but such sub-licenses must include (a) relevant
general provisions which are as similar to this Licence as possible, (b) no
provisions which run contrary to this Licence and (c) termination
provisions mutatis mutandi as
provided for in clause 14 of this Licence and such sub-licences shall terminate
in respect of any sub-licensee upon such sub-licensee ceasing to be an
Associated Company of the Licensor.  The
Licensee shall promptly inform the Licensor of any sub-licence granted to an
Associated Company of the Licensor.  3.2The Licensee shall be
responsible for any breach of the licence by its sub-licensee as if the breach
had been that of the Licensee under this Licence and the Licensee shall
indemnify the Licensor against any loss, damages, costs, claims or expenses
which are awarded against or suffered by the Licensor as a result of any such
breach by the sub-licensee.  3.3In the event of any change to
the identity or Control of the sub-licensee or the terms of the sub-licence,  (a)the Licensee must inform the
Licensor of such change; and  (b)the Licensor will have the right
to review and veto the continuation of the sub-licence.  3.4No further right to sub-licence
is granted by the Licensor to the Licensee save as expressly set out in this
clause 3.  4


4.FORMAL LICENCES  4.1The Parties shall execute such
formal documents as the Licensors advisers consider may be necessary or
appropriate for registration of this licence and any sub-licences granted under
it with Patent Offices and other relevant authorities in particular territories
covered by this Licence.  4.2Prior to the execution of the
formal sub-licence (if any) referred to in clause 4.1 the parties shall so far
as possible have the same rights and obligations towards one another as if such
documents had been executed.  In the
event of any conflict in meaning between any such sub-licence and the
provisions of this Licence the provisions of this Licence shall prevail
wherever possible.  5.LICENSEES OBLIGATIONS  5.1The Licensee shall:  (a)ensure that all of the Licensed
Products marketed by it are of satisfactory quality and comply with all
applicable laws and regulations in those parts of the Territory in which they
are sold by the Licensee or its sub-licensee;  (b)mark or cause to be marked in a
legible manner on some conspicuous part of the packaging of the Licensed
Products words indicating, as applicable, either that patents have been applied
for or patents have been granted in respect of the Licensed Product and giving
the relevant patent application number(s) or patent number(s) and
that the Licensed Products are manufactured and supplied by the Licensee under
licence;  (c)on request from the Licensor at
its own expense send samples of the Licensed Products to the Licensor;  (d)permit and shall use its best
endeavours to obtain permission for the Licensor or its duly authorised
representatives at all reasonable times to enter any place where the
manufacture of the Licensed Products is carried on for the purpose of
inspection of methods of manufacture of the Licensed Products.  5.2The Licensee shall at all times
indemnify and keep indemnified the Licensor against all or any costs, claims,
damages, or expenses incurred by the Licensor or for which the Licensor may
become liable with respect to any product liability claim relating to Licensed
Products.  5.3The Licensee shall maintain
adequate product liability insurance and shall ensure that the Licensors
interest is noted on the policy, which policy the Licensee shall supply to the
Licensor on request without unreasonable delay.  6.PROVISION OF LICENSED KNOW-HOW  6.1The Licensor shall in addition
make available to the Licensee such know-how as the Licensor is at liberty to disclose
and in the opinion of Licensor is reasonably necessary for such purpose.  5


6.2Such know-how furnished by the
Licensor under clause 6.1 shall be used by the Licensee only for the purpose of
the manufacture of the Licensed Products in the Territory and shall be subject
to the provisions of clause 8.  7.IMPROVEMENTS  7.1If either Party shall at any
time devise, discover or acquire rights in any Improvement it shall to the
extent that it is not prohibited by law or by any undertaking given to any
other person (other than to an associated company) or by considerations
relating to the securing of a patent promptly notify the other in writing
giving details of it and provide to the other such information or explanations
as the other may reasonably require to be able effectively to utilise the same
and the Party devising, discovering or acquiring rights in any such Improvement
shall grant to the other Party a non-exclusive royalty-free licence throughout the
Territory (irrevocable in the case of a licence to the Licensor and for the
term of this Licence in the case of a licence to the Licensee) under such
application and any patent granted pursuant to it to the other.  7.2Such information as is provided
by the Licensor to the Licensee under clause 7.1 shall be subject to the
provisions of clause 8.  8.CONFIDENTIALITY  8.1Each Party will take all proper
steps to keep confidential all Confidential Information of the other which is
disclosed to or obtained by it pursuant to or as a result of this Licence, and
will not divulge the same to any third party provided that each Party is
permitted to allow access to such Confidential Information by members of its
own staff directly or indirectly concerned with the manufacture, use or sale of
the Licensed Products.  Upon termination
of this Agreement, each Party will return to the other any equipment and
written data (without retaining copies thereof) provided for the purposes of
this Licence.  8.2The obligations of confidentiality
under this clause 8 shall not apply to any information or material which the
recipient Party can prove:  (a)was already known to it prior to
its receipt thereof from the disclosing Party;  (b)was subsequently disclosed to it
lawfully by a third party who did not obtain the same (whether directly or
indirectly) from the disclosing Party; or  (c)was in the public domain at the
time of receipt by the recipient Party or has subsequently entered into the
public domain other than by reason of the breach of the provisions of this
clause or of any obligation of confidence owed by the recipient Party or by any
of its sub-licensees to the disclosing Party.  8.3The Licensee agrees that it will
upon the request of the Licensor but at its own expense take such steps as the
Licensor may require to enforce any confidentiality undertaking given by a
director or employee or adviser of the Licensee including in particular but
without limitation the initiation and prosecution of any legal proceedings and
the enforcement of any judgment obtained. 
All such steps to be taken by the Licensee shall be taken as
expeditiously as possible and the Licensee agrees that in respect of its  6


obligation to enforce confidentiality
undertakings time shall be of the essence in complying with the requirements of
the Licensor.  8.4The provisions of this clause 8
shall remain in force notwithstanding earlier termination of this Licence.  9.PROTECTION OF LICENSED PATENTS &
THIRD PARTY CLAIMS  9.1In the event that:  (a)any Licensed Patent is attacked
or being a patent application is opposed; or  (b)any application for a patent is
made by or any patent is granted to a third party by reason of which the third
party may be granted or may have been granted rights which conflict with any of
the rights granted to the Licensee under any Licensed Patent; or  (c)any unlicensed activities are
carried on by any third party which could constitute an infringement of any
Licensed Patent; or  (d)any application is made for a
compulsory licence under any Licensed Patent; or  (e)legal action is commenced or
threatened against any Party under the Licensed Patents or in relation to the
manufacture, use or sale of any Licensed Product, the Party becoming aware of
such matter shall forthwith notify the other of any such matters and the
parties, including the Head Licensor, shall decide on a course of action.  the Party becoming
aware of such matter shall forthwith notify the other of any such matters and
the parties, including the Head Licensor, shall decide on a course of action.  9.2If, within 14 days, the parties
are unable to agree under clause 9.1, the Licensor shall have the option to
take such action, at its own cost, as it considers necessary.  9.3Where the Licensor elects to
take such action,  (a)the Licensee shall furnish the
Licensor with all necessary assistance, including procuring the co-operation
and assistance of its sub-licensee; and  (b)the Licensor shall have in its
sole discretion the right to settle with such third party.  The Licensee has the right to be consulted in
this regard.  9.4Where the Licensor elects not to
take any action,  (a)the Licensee may, subject to the
agreement of the Head Licensor and at its own expense, do so in its place; and  (b)the Licensor shall provide the
Licensee with all reasonable assistance and the Licensee shall have in its sole
discretion the right to settle with such third party.  The Licensor has the right to be consulted in
this regard.  9.5Nothing in this Licence shall
constitute any representation that:  7


(a)any Licensed Patent (if a patent
application) shall proceed to grant or if granted shall be valid or  (b)the Licensed Products do not
fall within the scope of any intellectual property rights (including patents)
other than the Licensed Patents.  10.INDEMNITY  10.1Without prejudice to the
provision of clauses 5 or 9, the Licensee shall indemnify the Licensor against
any loss, damages, costs or expenses which are awarded against or incurred by
the Licensor as a result of any claim or threatened claim relating to or under
the Licensed Patent or otherwise in connection with the manufacture use or sale
of or any other dealing in any of the Licensed Products by the Licensee or any
of its sub-licensees.  10.2For the purpose of this clause
10 claims shall mean all demands, claims and liability whether criminal or
civil in contract, tort or otherwise for losses, damages, legal costs and other
expenses of any nature whatsoever and all costs and expenses (including without
limitation legal costs) incurred in connection therewith.  11.ROYALTIES  11.1In consideration of the rights
granted under clause 2 the Licensee shall pay to the Licensor the
Royalties.  11.2Royalties payable under clause
11.1 of this agreement:  (a)are exclusive of any value added
(or like) tax which may be payable on them and shall be paid gross without
deduction of any withholding or other income taxes.  If Royalties are subject to withholding or
other income taxes, the Licensee shall ensure that such sum is paid to the
Licensor as shall, after deduction of such withholding or other income tax, be
equivalent to the royalties otherwise payable under the agreement; and  (b)shall be paid by the Licensee to
the Licensor in US Dollars on or before 14th April of the year following
the calendar year in respect of which the payment falls due.  11.3In the event of any delay in
paying any sum/amount due under clause 11.1 of this Licence by the due date,
the Licensee shall pay to the Licensor interest (calculated on a daily basis)
on the overdue payment from the date such payment was due to the date of actual
payment at a rate of 3% over the base lending rate of Ulster Bank from time to
time.  11.4At the same time as payment of
Royalties falls due, the Licensee shall submit or cause to be submitted to the
Licensor a statement in writing recording the calculation of such Royalties
payable including:  (a)A detailed breakdown and calculation
of the Annual Net Profit;  (b)A detailed breakdown and
calculation of the Net Sales Price;  (c)Details of the volume of
Licensed Products that have been supplied;  (d)the amount of Royalties due and
payable; and  8


(e)all supporting documents
including invoices and payment vouchers.  11.5The Licensee shall keep proper
records and books of account showing the quality, description and price of
Licensed Products supplied or put into use. 
Such records and books shall be kept separate from any records and books
not relating solely to the Licensed Products and be open at all times to
inspection and audit by the Licensor (or its duly authorised agent or
representative), who shall be entitled to take copies of or extracts from the
same.  If such inspection or audit should
reveal a discrepancy in the Royalties paid, the Licensee shall immediately make
up the shortfall and reimburse the Licensor in respect of any professional
charges incurred for such audit or inspection.  11.6The provisions of this clause 11
shall remain in effect notwithstanding termination or expiry of this Licence
until the settlement of all subsisting claims by the Licensor.  12.RESTRICTIONS ON THE PARTIES  12.1Neither the Licensee nor any of
its sub-licencees shall for the duration of this Licence and for the period of
12 months immediately after the termination or expiry of this Licence, carry on
or be employed, engaged or interested in any business in the Territory which
would be in direct or indirect competition with any part of the business of the
Licensor or any of its Associated Companies from time to time.  12.2Neither the Licensee nor any of
its sub-licencees shall, for the duration of this Licence and for the period of
12 months immediately after the termination or expiry of this Licence, deal
with or seek the custom of any person that is a client or customer of the
Licensor or any of its Associated Companies.  12.3The undertakings in this clause
are given by each Party to the other and apply to actions carried out by each
Party (or any of its Associated Companies) in any capacity and whether directly
or indirectly, on the Partys {or Associated Companys) own behalf, on behalf
of any other person or jointly with any other person.  12.4Each of the covenants in this
clause is considered fair and reasonable by the parties.  If any such restriction shall be found to be
unenforceable but would be valid if any part of it were deleted or the period
or area of application reduced, the restriction shall apply with such
modifications as may be necessary to make it valid and effective.  13.LIABILITY UNDER THIS AGREEMENT  13.1Notwithstanding any other
provision of this Licence no Party shall be liable to any other Party to this
Licence in contract, tort, negligence, breach of statutory duty or otherwise
for any loss, damage, costs or expenses of any nature whatsoever incurred or
suffered by that other Party or its affiliates of an indirect or consequential
nature including without limitation any economic loss or other loss of turnover
profits business or goodwill.  14.DURATION AND TERMINATION  14.1This Licence shall come into
force on the date on which it is signed by both parties and shall unless
determined in accordance with clause 14.2 remain in force until the expiry of  9


the last to expire of the Licensed Patents
or, if being patent applications, until there is no further possibility of any
of patent applications proceeding to grant.  14.2The Licensor shall have the
right to terminate this License forthwith by notice in writing to the Licensee;  (a)In the event that:  (i)the
Licensee fails to perform or observe any of the obligations on its part to be
performed or observed under this Licence provided that in a case where the
Licensor reasonably considers the breach to be remediable such notice from
Licensor shall also require the Licensee to remedy such breach and if the
Licensee so remedies within 60 days of such notice being served such notice to
terminate this Licence shall be deemed to be void and of no effect; or  (ii)an
interim order is applied for or made, or a petition for a bankruptcy order is
presented or a bankruptcy order is made against the Licensee or a receiver or
trustee in bankruptcy is appointed of the Licensees estate or an
administration order is made, or a receiver or administrative receiver is
appointed of any of the Licensees assets or undertaking or a winding-up
resolution or petition is passed or presented (otherwise than for the purposes
of reconstruction or amalgamation) or any circumstances arise which entitle the
Court or a creditor to appoint a receiver, administrative receiver or
administrator or to present a winding-up petition or make a winding-up order or
other similar or equivalent action is taken against or by the Licensee by
reason of its insolvency or in consequence of debt.  The Licensor shall have no right to terminate
pursuant to this clause 14 if any of the above insolvency situations are
remedied within 90 days;  (iii)the
Head License is terminated or expires;  (iv)the
Supply Agreement is terminated or expires; or  (v)there
is a change of Control of the Licensee.  14.3In case of termination of this
Licence howsoever rising, and subject to any express provisions set out
elsewhere in this Licence or otherwise agreed by the parties in writing:  (a)All rights and licences shall
cease;  (b)The Licensee and its
sub-licensee shall cease all and any exploitation of the Licensed Patents save
that they may continue to deal in any unsold or unused stocks of Licensed
Products for a period of 6 months following the date of termination, subject to
the Licensee and its sub-licensees paying Royalties as provided by this
Agreement.  14.4The termination of this Licence
howsoever arising shall be without prejudice to the provisions of this clause
14 and to any rights of either Party which may have accrued by or up to the
date of such termination.  10


15.GENERAL  15.1Without prejudice to the
Licensees rights under clause 3, save with the prior written agreement of the
Licensor which agreement is in its sole discretion, the Licensee shall not
assign, novate, transfer, charge, encumber or otherwise deal with the whole or
any part of this Licence or its obligations under it.  15.2In the event that any clause or
any part of any clause in this Licence is declared invalid or unenforceable by
the judgment or decree by consent or otherwise of a court of competent
jurisdiction from whose decision no appeal is or can be taken all other clauses
or parts of clauses contained in this Licence shall remain in full force and
effect and shall not be affected by such finding for the term of this Licence.  15.3No relaxation, forbearance delay
or indulgence by either Party in enforcing any of the terms and conditions of
this Licence or the granting of time by either Party to the other shall
prejudice affect or restrict the rights and powers of the said Party nor shall
any waiver by either Party of any breach of this Licence operate as a waiver of
or in relation to any subsequent or any continuing breach of it.  15.4This Licence may only be amended
by a document in writing signed by a duly authorised officer of each Party.  15.5The parties shall execute all
further documents as may be necessary or desirable to give full effect to the
terms of this Licence and to protect the rights of the parties under it.  15.6This Licence constitutes the
entire agreement and understanding of the parties relating to its subject
matter.  Each of the parties acknowledges
and agrees that in entering into this Licence it does not rely on, and shall
have no remedy in respect of, any statement, representation, warranty or understanding
(whether negligently or innocently made) of any person (whether Party to this
Licence or not) other than as expressly set out in this Licence as a warranty
or representation.  The only remedy
available to it for breach of such warranties or representations shall be for
breach of contract under the terms of this Licence.  Nothing in this clause shall, however,
operate to limit or exclude any liability for fraud.  15.7No term of this Licence shall be
enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person
who is not a Party, but this does not affect any right or remedy of a third
party which exists or is available apart from under that Act.  15.8Notices or other communications
given pursuant to this Licence by any Party to this Licence to any other Party
to this Licence shall be in writing and shall be sufficiently given (a) if
delivered by hand or sent by post to the address set forth herein of the Party
to which the notice or communication is being given or to such other address as
such Party shall communicate to the Party giving the notice or communication;
or (b) if sent by facsimile or other electronic means of visible
reproduction to the correct facsimile or electronic mail number of the Party to
which it is being sent.  Any notice, or
communication, given or sent by post hereunder, shall be sent by registered
post.  Any Party serving a notice or
making a communication by facsimile or other means of visible electronic
reproduction shall promptly confirm such notice or communication by telephoning
the Party to whom it is addressed but the absence of such confirmation shall  11


not affect the validity of any such notice or
communication.  Every notice or
communication given in accordance with this Section shall be deemed to
have been received as follows:  Means of Dispatch
  
  Deemed
  ReceivedDelivery
  by hand or courier
  
  The day of delivery;Facsimile
  or other means of delivery
  
  At
  the visible electronic reproduction provided that no delivery error message
  was subsequently received by the Party making the notice,  provided
that if, in accordance with the above provisions, any such
notice or other communication would otherwise be deemed to have been given or
made outside working hours (being 9.00 a.m. to 5.00 p.m. on a
Business Day) such notice or other communication shall be deemed to be given or
made at the start of working hours on the next Business Day. The relevant
addressee, address and facsimile number of each Party for the purposes of this
Agreement, subject to notification of change under this Clause are:-  NAME OF
  PARTY
  
  ADDRESS/FAX
  NUMBERO2Diesel Corporation
  
  Mr
  Alan RaeO2Diesel Corp.
  100 Commerce Drive   Suite 301, Newark, DE
  19713   Fax: +1 (3O2) 266-7076O2Diesel Asia Limited
  
  Mr
  Alan RaeO2Diesel Corp.
  100 Commerce Drive   Suite 301, Newark, DE
  19713   Fax: +1 (3O2) 266-7076AndMr Ronen Hazarika   Energenics Holdings Pte Limited   7 Temasek Boulevard   #04-01A Suntec Tower One   Singapore 038987   Fax: +65 6415 1656  A Party shall notify the
other of a change in its name, relevant address, address, telephone number or
facsimile number for the purposes of this Clause. Such notification shall only  12


be effective on the date
specified in the notification as the date on which the change is to take place;
or if no date is specified or the date specified is less than five clear
Business Days after the date on which notice is given, the date falling five
clear Business Days after notice of any such change has been given.  15.9This License shall be governed
by and interpreted in accordance with the laws of England and the parties
hereby submit to the non-exclusive jurisdiction of the English courts.  15.10This Licence may be executed in
any number of counterparts each of which when executed and delivered shall be
an original and all the counterparts together shall constitute one and the same
instrument.  13


EXECUTION PAGE  AS WITNESSthe hands of the duly authorised
representatives of the parties the day and year first above written.  SIGNED BY
  /s/ Ronen HazarikaName: RONENHAZARIKATitle: DirectorFor and on behalf of O2DIESEL ASIASIGNED BY
  /s/ Alan RaeName: ALAN RAETitle: CEOFor and on behalf of O2DIESEL CORPORATION  14


SCHEDULE
1  THE
LICENSED PATENTS  Invention
  
  Country
  
  Application
  No
  
  Grant
  NoFatty acid alkoxylate/alkananolamide fuel additives
  (Invention 2)
  
  Australia
  
  20O2308016
  
  Pending.
  Acceptance advertised 27 Sept 2007.Alkanolamide-free selected fuel additives
  (Invention 3)
  
  Australia
  
  20O2223789
  
  20O2223789.
  Granted 14 June 2007.Alkoxylate and Alcohol free fuel additives
  (Invention 4)
  
  Australia
  
  20O2223787
  
  20O223787
  Granted 16 Nov 2006.Emission reduction using additised E-diesel with
  diesel oxidation catalysts (Invention 5)
  
  Australia
  
  2005212304
  
  PendingFuel Additive alkoxylates & alkanolamides
  with higher alcohols). (Invention 6)
  
  Australia
  
  P118550AU
  
  PendingFuel composition priority patent (AAE07)
  (Invention 1)
  
  Hong Kong
  
  00103597.1
  
  HK
  1O24259 Granted 12 Nov 2004.Alkanolamide-free selected fuel additives
  (Invention 3)
  
  Hong Kong
  
  04101060.9
  
  PendingAlkoxylate and Alcohol free fuel additives
  (Invention 4)
  
  Hong Kong
  
  04101059.2
  
  HK1059797
  Granted 4 May 2007.Emission reduction using additised E-diesel with
  diesel oxidation catalysts (Invention 5)
  
  Hong Kong
  
  07100559.6
  
  Pending  15


Invention
  
  Country
  
  Application No
  
  Grant NoFuel Additive alkoxylates & alkanolamides
  with higher alcohols. (Invention 6)
  
  Hong Kong
  
  P118550HK
  
  PendingEmission reduction using additised E-diesel with
  diesel oxidation catalysts (Invention 5)
  
  India
  
  4448/DELNP/2006
  
  PendingFuel additive alkoxylates & alkanolamides
  with higher alcohols. (Invention 6)
  
  India
  
  1657/DEL/2007
  
  PendingFuel additive alkanolamides & alkoxylates
  with higher alcohols.
  
  Indonesia
  
  P118550 ID
  
  PendingFuel Additive alkoxylates & alkanolamides
  with higher alcohols. (Invention 6)
  
  Malaysia
  
  P118550 MY
  
  PendingFuel Additive alkoxylates & alkanolamides
  with higher alcohols (Invention 6)
  
  New Zealand
  
  P 118550 NZ
  
  PendingFuel Additive alkoxylates & alkanolamides
  with higher alcohols. (Invention 6)
  
  Singapore
  
  P118550 SG
  
  PendingFuel Additive alkoxylates & alkanolamides
  with higher alcohols. (Invention 6)
  
  South Africa
  
  P118550 ZA
  
  PendingFuel Additive alkoxylates & alkanolamides
  with higher alcohols. (Invention 6)
  
  Thailand
  
  P118550TH
  
  PendingAlkoxylated fatty acid/ester additive in fuel
  compositions. (Invention 7)
  
  Thailand
  
  0638413
  
  Pending  16