Exhibit 10.28  Dated the 17th day of October 2007   O2DIESEL EUROPE LIMITED as Existing Shareholder  and  ENERGENICS HOLDINGS PTE LTDas New Shareholder  and  O2DIESEL ASIA LIMITED as Company  
  SHAREHOLDERS
AGREEMENT  
  EUGENE F. COLLINS, Solicitors, Temple Chambers, 3, Burlington
Road, Dublin 4 O28720.1   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.
  DEFINITIONS AND INTERPRETATION
  
  22.
  OBJECTS/OBLIGATIONS OF THE
  COMPANY
  
  63.
  COMPLETION
  
  64.
  COVENANTS
  
  75.
  COVENANTS CONCERNING THE COMPANY
  
  86.
  ISSUE OF SHARES
  
  107.
  TRANSFER OF SHARES
  
  118.
  DIVIDEND POLICY
  
  129.
  WARRANTIES
  
  1310.
  DURATION AND TERMINATION
  
  1311.
  CONFIDENTIALITY
  
  1412.
  RELATIONSHIP BETWEEN THE SHAREHOLDERS
  
  1613.
  RELATIONSHIP BETWEEN THE
  SHAREHOLDERS AND THE COMPANY
  
  1614.
  RELATIONSHIP BETWEEN THIS
  AGREEMENT AND THE ARTICLES OF ASSOCIATION
  
  1615.
  RE-ORGANISATION
  
  1716.
  NOTICES
  
  1717.
  DISPUTES
  
  1918.
  GENERAL
  
  1919.
  INDEPENDENT LEGAL ADVICE
  
  2020.
  GOVERNING LAW
  
  20ANNEXURE
  A  MEMORANDUM AND ARTICLES OF ASSOCIATION
  
  21FIRST
  SCHEDULE  PARTICULARS IN RELATION TO THE. COMPANY
  
  22SECOND
  SCHEDULE  DEED OF ADHERENCE
  
  23THIRD
  SCHEDULE
  
  24  i


THIS AGREEMENTis made the 17th day of October 2007  BETWEEN  (1)O2 DIESEL EUROPE
LIMITED,a
company registered under the laws of Ireland with company number 327106 and
having its registered office at 5 Lapps Quay, Cork (the Existing Shareholder,which expression
shall include its successors in title and permitted assigns);  (2)ENERGENICS HOLDINGS PTE
LTD,a company
registered under the laws of Singapore with registration number 200612991G and
having its principal place of business at 7 Temasek Boulevard, #04-01A Suntec
Tower One, Singapore 038987 (the New
Shareholder,which expression shall include its successors in title
and permitted assigns); and  (3)O2 DIESEL ASIA LIMITED,a company registered under the laws of
Ireland with company number 444569 and having its registered office at 3
Burlington Road, Dublin 4 (the Company,which
expression shall include its successors in title).  WHEREAS:  (A)The Company is a limited company which
was incorporated in Ireland on 13 August, 2007 under the Companies Acts, 1963
to 2006 and at the date hereof has an authorised share capital of 100,000,000
divided into 100,000,000 Ordinary Shares of 1.00 each (Ordinary Shares)of which 100 of the
Ordinary Shares have been issued and are fully paid.  (B)The Existing Shareholder and O2Diesel
Corporation, a company trading on the American Stock Exchange and having its
principal place of business at 100 Commerce Drive, Suite 301, Newark,
Delaware DE 19713, U.S.A. (the Departing
Shareholder,which expression shall include its successors in title
and permitted assigns) are the legal and beneficial owners of the entire issued
share capital of the Company.  (C)The Existing Shareholder and the Departing
Shareholder have together agreed to transfer 50% of the issued share capital in
the Company to the New Shareholder at a total price of USD750,000 (the Transfer).  (D)The First Schedulecontains
particulars of the Company as at the date hereof.  (E)The Memorandum and Articles of
Association of the Company as at the date hereof are in the form annexed hereto
as Annexure A.  (F)The parties hereto have agreed to enter
into this Agreement for the purposes of regulating the relationship between the
New Shareholder and the Existing Shareholder as the holders of the entire
issued and allotted share capital in the Company.  (G)The Company has joined in this Agreement
for the purposes hereafter appearing.  1


NOW THIS
AGREEMENT WITNESSETHthat in consideration of the mutual covenants, conditions, agreements
and payments hereafter set forth and provided for IT IS HEREBY COVENANTED AND AGREEDby and between the parties
hereto as follows:-  1.DEFINITIONS AND INTERPRETATION  1.1Definitions.In this Agreement and in the Schedules the following words and
expressions shall have the following meanings:-  Affiliate
means, in the case of a body corporate, each of its subsidiaries and holding
companies (as such expressions are defined in Section 155 of the Companies
Act, 1963) and any subsidiary of any such company, including any companies
which become subsidiaries or holding companies after the date hereof;  Accountantsmeans
Cremin McCarthy OConnor, of 28 Harcourt Street, Dublin 2;  Auditorsmeans any firm of
independent international auditors;  Boardmeans the Board of Directors of the
Company;  Businessmeans the entering into of
the O2Diesel Europe Licence and the O2Diesel Asia Licence as well as the distribution
of royalties received in accordance with this Agreement.  Business
Daymeans a full
working day in Dublin, Ireland and Singapore, being a day when a day when banks
in these cities are open for business and not including Saturday, Sunday or a
Bank or Public Holiday;  Closingmeans the
consummation of the transaction as contemplated by this Agreement including but
not limited to the payment and receipt of all monies from the New Shareholder,
the agreement by the parties to the terms of the License Deeds and the
execution and delivery of all documents by the parties.  Controland Change of Controlmeans any event whereby
any of the following occurs:-  (a)any person who is not a party to this Agreement or an Affiliate
of a Shareholder as of the date of this Agreement becomes the beneficial owner,
directly or indirectly of 25% or more of the combined voting power of the then
shares of such Shareholder except pursuant to a public offering of securities
of that Shareholder;  (b)the sale of a Shareholder substantially as an entity
(whether by sale of stock, sale of assets, merger, consolidation, or otherwise)
to a person who is not an Affiliate of that Shareholder as of the date of this
Agreement; or  (c)there occurs a merger, consolidation or other reorganization
of a Shareholder with a person who is not an Affiliate of that Shareholder as
of the date of this Agreement, and in which shareholders of that Shareholder
immediately preceding the merger hold less than  2


50% of thecombinedvoting power for the election of
directors of that Shareholder immediately following the merger.  Competitormeans a person, firm or
company engaged in any present business of the Company:-  (a)in the Territory; or  (b)outside the Territory into the Territory;  Companies
Actsmeans the
Companies Acts, 1963 to 2006 together with all orders and regulations made
thereunder or made under the European Communities Acts, 1972 to 2006 and
intended to be construed as one with the Companies Acts, 1963 to 2006;  Completion
Datemeans the
date of execution of this Agreement;  Confidential
Informationmeans
all information, forms, specifications, processes statements, formulae, trade
secrets, drawings and data (and copies and extracts made of or from that
information and data) concerning:-  (a)the operations and dealings of the Company, the Business, a
Shareholder or a Related Company of the Company or a Related Company of a
Shareholder;  (b)the organisation, finance, customers, markets, suppliers,
intellectual property and know-how of the Company, a Shareholder or a Related
Company of the Company or a Related Company of a Shareholder; or  (c)the operations and transactions of a Shareholder concerning
the Business and the Shareholders shareholding in the Company;  Deed of
Adherencemeans
a Deed of Adherence in the form set out in the Second Schedule;  Default
Noticemeans a
notice in the form of the Third Schedule;  Encumbrancemeans and
includes any interest or equity of any person (including, without prejudice to
the generality of the foregoing, any right to acquire, option or right of
pre-emption) or any claim, charge, security, mortgage, pledge, lien or
assignment or any other encumbrance, priority or security interest or
arrangement of whatsoever nature over or in the relevant property;  EUROand  means the lawful currency for the
time being of, inter alia, Ireland;  Fair
Valuemeans,
with respect to any Ordinary Shares at any time, the market value of those
Ordinary Shares at that time as determined by the Auditors on the basis of the
price a willing vendor would expect to receive in respect of the sale of those
Ordinary Shares, there being taken into account any rights attaching thereto
and not taking into account that the Ordinary Shares may constitute a minority
interest.  3


In the event that (i) any person being party
hereto or claiming through such party (being the intending or deemed vendor or
the Company) disagrees with such market value of the Shares as determined by
the Auditors of the Company or (ii) the Auditors are unprepared to
determine such market value, within fourteen (14) days of such determination
such person shall have the right to refer the matter to another firm of
Auditors agreed between the parties or in default of agreement on the choice of
such firm within a period of five (5) days to such firm of Auditors as
shall be chosen by the President for the time being of the Institute of Auditors
in Ireland who shall be requested to make such appointment within a period of
fourteen (14) days of such party referring this matter to him.  The said firm of Auditors so agreed or so determined
shall be requested to give their determination of such market value of the
shares in the Company within a period of twenty-eight (28) days of their
appointment.  In making their
determination the firm of Auditors chosen or appointed to determine the value
of the Shares shall act as experts and the provisions of the Arbitration Acts
1954 to 1998 shall not apply and their decision shall be binding on the Company
and the parties hereto.  The date by reference to which the Fair Value is to be
determined is the date of the Transfer Notice, deemed Transfer Notice (as hereafter
defined) or Board resolution (as the case may be);  Financial
Yearmeans the
calendar year;  Holding
Companymeans a
holding company of the Company as defined in Section 155 of the Companies
Act, 1963;  Industry
Participanta
customer, supplier or other person involved directly or indirectly in the
Business or a person whose personal interests actually or potentially conflict
with those of the Company;  Intellectual
Propertymeans
the Intellectual Property as defined in the O2Diesel Asia License, and the
O2Diesel Europe License;  Net Profitmeans the Revenue less all necessary,
reasonable and prudent provisions and reserves in respect of the costs,
taxation and expenses of the Company for the current financial year;  O2
Diesel Europe Licencemeans the Licence Deed dated the date hereof pursuant to which the
Intellectual Property is licensed by the Existing Shareholder to the Company;  O2
Diesel Asia Licencemeans the Licence Deed dated the date hereof pursuant to which the
Intellectual Property is licensed by the Company to the Departing Shareholder;  Related
Companyhas the
meaning given to that term in Section 140(5) of the Companies Act,
1990;  Revenuemeans all sums
annually received by the Company by way of royalty payments in accordance with
and pursuant to the terms of the O2Diesel Asia Licence;  4


Shareholdersmeans the
Existing Shareholder and the New Shareholder and any (if any) other holder of
Ordinary Shares in the capital of the Company;  Sharesmeans the shares of the Company;  Territorymeans all
geographic areas detailed or envisaged in either or both of the O2 Diesel
Europe Licence and the O2Diesel Asia Licence; and  Transfer
Noticemeans the
Notice in the form set out in the Fourth Schedule.  1.2Interpretation  (a)References to statutory provisions shall be construed as
references to those provisions as respectively amended, extended, re-enacted or
consolidated (whether before or after the date hereof) from time to time and
shall include any provisions of which they are reenactments (whether with or
without modification) and shall also include any orders, regulations,
instruments or other subordinate legislation made from time to time under those
provisions.  (b)Reference to the singular includes reference to the plural
and vice versa and reference to the masculine gender includes reference to the
feminine and neuter genders and vice versa.  (c)Unless the context otherwise requires, any reference to any
clause, sub-clause, paragraph or schedule shall be a reference to the clause,
sub-clause, paragraph or schedule of this Agreement in which the reference
occurs unless it is indicated that reference to some other provision is
intended.  (d)The headings contained in this Agreement and in the
Schedules hereto are inserted for convenience of reference only and shall not
in any way form part of nor affect nor be taken into account in the
construction or interpretation of any provisions of this Agreement or the said
Schedules.  (e)The provisions of the Schedules to this Agreement shall form
an integral part of this Agreement and shall have as full effect as if they
were incorporated in the body of this Agreement and the expressions this
Agreement and the Agreement shall be deemed to include the Schedules to this
Agreement.  (f)All references to Schedules and Annexures shall be deemed to
be references to Schedules and Annexures to this Agreement.  (g)Words such as hereunder, hereto, hereof and herein
and other words commencing with here shall unless the context clearly
indicates to the contrary refer to the whole of this Agreement and not to any
particular section, clause or sub-clause thereof.  (h)All reference in this Agreement to costs, charges or expenses
include any value added tax or similar tax charged or chargeable in respect
thereof.  5


(i)Words and phrases the definition of which is contained or
referred to in the Companies Acts shall be construed as having the meanings
thereby attributed to them.  2.OBJECTS/OBLIGATIONS OF THE COMPANY  2.1The Company
shall and the Shareholders shall procure that:-  (a)the Company shall carry on the Business in an effective and
business-like manner on sound commercial profit-making principles and shall
enter all transactions on an arms length basis so as to generate the maximum
achievable maintainable profits available for distribution;  (b)the Business of the Company shall be controlled by the Board
and the Company shall not enter into any contract, arrangement or transaction
whereby any of its business would be controlled otherwise than by the Board;  (c)all of the Companys property and assets of an insurable
nature shall be insured to the replacement cost thereof at all times with a
well established and reputable insurance office against loss or damage and
other normal risks in accordance with good commercial practice normally insured
against by companies carrying on a similar business as the Business and the
Company shall keep and maintain adequate insurance cover against accidents,
third party public liability (including products liability) and other risks
normally insured against by other enterprises carrying on a similar business,
and the Company shall produce the policies and all endorsements issued in
relation thereto for all such insurances to each of the other parties hereto
for inspection on demand and duly pay or cause to be paid the premiums and
other sums of money payable in respect of all such insurance and if required
produce to each of them on demand the receipt for the same;  (d)an annual
budget for the Company will be prepared by the Company, at least four weeks
prior to the end of each Financial Year;  (e)all rents,
rates, taxes, duties and assessments payable by it shall be paid on or before
the date any such payments are due; and  (f)            the Accountants shall maintain the
books of account and records of the Company.  3.COMPLETION  3.1The Existing
Shareholder and Departing Shareholder shall produce the relevant consents in
respect of the Transfers.  3.2Completion of
this Agreement shall take place at the offices of Arnold and Porter LLP on the
Completion Date.  6


3.3At or before
Completion:  (a)The New Shareholder shall execute the stock transfer forms
in respect of the Transfer and effect remittance of the agreed amount to the
Client Trust Account of Arnold & Porter LLP;  (b)The Company shall convene a meeting of the board at which:  (i)subject to the
production of the two duly stamped stock transfer forms in respect of the
Transfer, the Transfer is approved by the directors;  (ii)Subject as
aforesaid, a new share certificate is issued to each of the New Shareholder and
the Existing Shareholder and the original share certificate held by each of the
Departing Shareholder and the Existing Shareholder is cancelled ; and  (iii)Dave Shipman
resigns as a director and Ronen Hazarika is appointed to the Board.  3.4The parties
shall agree and finalise the terms of the O2Diesel Europe License and the
O2Diesel Asia License before Closing.  4.COVENANTS  4.1Each of the
Shareholders covenant that they shall not, subject to Clause 4.3, directly or
indirectly during the period in which they hold Shares in the Company and for
the 12 month period after any of them ceases to hold Shares in the Company:-  (a)ontheir own account;  (b)jointlywith or on behalf of any other person, firm
or company; or  (c)as an employee, manager, director,
shareholder, member, partner, joint venture
participant, consultant, or in any other capacity:-  (i)be concerned or
interested or employed, manage or operate or participate in the management or
operation or marketing of any business anywhere in the Territory which provides
goods or services in competition with or which is otherwise substantially
similar to the Business;  (ii)canvass or
solicit or endeavour to entice away from the Business any present director or
employee of the Company provided that none of the Shareholders shall be treated
as being in breach of this covenant in the case of employment of or offer of
employment to such an employee as a result of public advertisement or where
notice of termination has been given by the Company under the relevant persons
contract of employment, or where the relevant person has ceased to be employed
by the Company (other than as a result of such persons resignation within six
months prior to such employment or offer of employment);  7


(iii)canvass or
solicit or endeavour to entice away or interfere with the custom of any person,
firm or company who or which is currently (or who or which has, during the
twelve months immediately preceding the date of Completion, been) a customer or
client of the Company provided, for the avoidance of doubt, that the following
shall not be treated as being in breach of this covenant:-  (A)where, so long
as it is not solicited to do so, the relevant person, firm or company shall
approach a Shareholder or shall have ceased to be such a customer (otherwise
than by reason of canvassing or solicitation by any Shareholder); or  (B)where the canvassing or
solicitation is undertaken by method of general advertising or mail-shots to
particular segments (whether defined geographically or otherwise) of the
potential market;  (iv)canvass or
solicit or endeavour to entice away from the Company any supplier to the
Company who has supplied goods or services to the Company at any time during
the twelve months immediately preceding the date of Completion where such
solicitation or enticement materially reduces the suppliers supply of those
goods or services to the Company or to procure any other person so to do; or  (v)in the case of
the New Shareholder only carry on any business directly or indirectly under the
names or under any name which includes the name (or part of the name) O2Diesel
(or any name likely to be confused therewith).  4.2Reasonableness of Restraints.The Shareholders believe that
each of the restraint obligations imposed by Clause 4.1 are reasonable in their
extent (as to all of duration, geographical area and restrained conduct) having
regard to the interests of the Company and extend no further than is reasonably
necessary but if any such restriction or any part thereof shall be found to be
void but would be valid if some part thereof were deleted or the period of
application reduced, such restriction shall apply with such modification as may
be necessary to make it valid and effective.  4.3Further Exceptions.The provisions
of Clause 4.1 do not prevent, generally, any of the Shareholders from holding
directly or indirectly less than 3% of the issued capital of any company where
that company may be engaged in a business competitive with the Company.  4.4The New
Shareholder shall promptly refer all enquiries relating to the Business of the
Company to the Company.  5.COVENANTS CONCERNING THE COMPANY  5.1Board of Directors of the Company  (a)The Board of Directors of the Company shall have responsibility
for the day-to-day supervision and management of the Company and its business
and all decisions of the Board shall be by way of unanimous vote.  8


(b)TheBoard shall,
following Completion, consist of two members, made up of one director appointed
by each of the Existing Shareholder and the New Shareholder.  (c)Themaximum
number of directors holding office shall be two unless the Boardresolves otherwise.  (d)No director of the Company shall be entitled to be paid any
fees in respect of his position as a director.  (e)Theposition of
Chairman of the Board shall be held by one of the two directors.  The position of Chairman shall be held in
alternate meetings by an Existing Shareholder director or by the New
Shareholder director.  The Chairman shall
not have a casting vote in the event of an equality of votes.  (f)Each director of the Company shall be entitled to appoint an
alternate director to attend any meetings of the Board and to carry out any of
the functions of the director for whom he is an alternate and the appointment
of any such alternate director shall be made in accordance with the Articles of
Association of the Company (namely, that any such alternate director must be
approved by the Board).  (g)Atleast two
meetings of the Board of directors shall be held in each calendar year and not
more than six months shall elapse between one meeting and the next, such
meetings to be held in accordance with an agenda which shall include all relevant
items as any of the directors may request and which shall be circulated,
together with the notice of the meeting, by the secretary of the Company.  (h)Thequorum of
directors required for the transaction of business of the directors at meetings
of the Board shall be two directors provided always that at least one nominee
of each of the New and the Existing Shareholder is counted in that number
provided however that if after the expiration of one hour after the time fixed
for the Board meeting the requisite quorum is not present the meeting shall
stand adjourned to the same time and place on a day at least seven days after
the first meeting was to be held and if at such adjourned meeting the requisite
quorum of directors is not present within thirty minutes of the time fixed for
the meeting the meeting shall proceed with such director or directors as are
then present who shall (provided they number at least two) be deemed to
constitute a quorum.  (i)All decisions of the Board shall require unanimous approval.  (j)Noneof the
provisions of this Clause 5.1 above that would constitute an unlawful fetter on
the Companys statutory powers shall be enforceable against the Company.  5.2Shareholders Meetings  (a)Voting.Subject to the provisions of the
Companies Acts, all decisions of the Shareholders in a general meeting shall be
made by unanimous vote.  9


(b)Quorum.The quorum for general meetings of the Company shall be two
shareholders present in person or by proxy. 
If within half-an-hour from the time appointed for the meeting a quorum
is not present, the meeting will stand adjourned to the same day in the next
week, at the same time and place, or to such other day and such other time and
place as the Board may determine, and if at the adjourned meeting a quorum is
not present within half-an-hour from the time appointed for the meeting the
members present in person (so long as there is at least one) and by proxy shall
be a quorum.  (c)Companies Acts
and Articles of Association.Save as provided in this Clause
5.2, the Companies Acts and the Articles of Association shall govern the
matters relating to general meetings of the Company.  5.3Disposal or Charging of Shares.  None of the
Shareholders shall, except with the prior written consent of all the other
Shareholders, create or permit to subsist any Encumbrance over or dispose of
any interest in all or any of the Ordinary Shares held by it otherwise (in the
case of a disposal) than by transfer of such Ordinary Shares in accordance with
the provisions of Section 7 below.  5.4Deadlock.  Where a matter relating to the affairs of the Company has been considered
either in a Board meeting or in a general meeting of the Company and no
resolution has been carried at such meeting in relation to the matter by reason
of an equality of votes for and against any proposal for dealing with it, then
the parties hereto agree to invoke the procedures set out in Clause 17 hereto.  6.ISSUE OF SHARES  6.1New issues of Ordinary Shares.On it being decided to make an
allotment of Shares (by majority decision of the Board), all unissued Shares
(whether in the original or anyincrease in capital) shall first be offered to the Shareholders in the
proportion to the nominal value of the existing Shares held by them.  6.2Allotment in default of taking up of entitlement.In the event that any Shareholder
fails to take the whole or any part of its entitlement within the period
specified in the allotment letter, the Shares not so taken up shall be offered
to the other Shareholder(s) who took up the entire of their entitlements
pro rata to their existing shareholdings and in the event of such other
Shareholder(s) not taking up the whole or any part of their further
entitlements within 14 days of such further offer being made then the Board
shall be entitled to offer any remaining shares to a third party at the same
price as they were offered to the Shareholders.  6.3Adherence by any subsequent shareholder.  Before any
shares are issued to a person who is not already party to this Agreement, such
person shall be required to execute and deliver to the Company a Deed of
Adherence in the form set out in the Second Schedulewhereby that person
agrees to be bound by this Agreement as if he had been party to it.  10


7.TRANSFER OF SHARES  7.1Transfers generally.  Without prejudice to the provisions of Clause 10, neither Shareholder
shall be entitled to voluntarily transfer its Shares for a period of 2 years
from the date hereof.  7.2Subject to the remaining clauses of this Section 7, if and whenever
a Shareholder wishes to sell his Shares, the following provisions apply:-  (a)Transfer
Notice.If any Shareholder of the
Company desires to transfer any Shares (referred to in this Clause as the Vendor)he shall give to the Company
notice in writing (the Transfer Notice)specifying;
(a) the number of Ordinary Shares he wishes to sell (the Specified Shares);(b) a specified
price for the Specified Shares (the Specified
Price);and (c) the identity of the bona fide unrelated third
party who has made an offer to purchase the Specified Shares at the Specified
Price conditional only upon any pre-emption rights of the other Shareholder
being waived or exhausted and any regulatory approval that may be required by
law for completion of the purchase having been obtained.  (b)Company to be
Vendors Agent.The Vendor shall at the same
time deposit with the Company the share certificate(s) in respect of the
Specified Shares.  Any such Transfer
Notice shall constitute the Company as agent of the Vendor for the sale of the
Specified Shares to the other at that Specified Price.  A Transfer Notice may contain a provision
that unless all the Shares comprised therein are sold by the Company pursuant
to this Clause, none shall be so sold and any such provision shall be binding
on the Company.  (c)Board discretion
on receipt of Transfer Notice.Forthwith upon the receipt by
the Company of the Transfer Notice the directors shall forthwith by notice in
writing inform the other shareholder of the number of Specified Shares and of
the Specified Price and invite such shareholder to apply in writing to the
Company to purchase within 30 days of the date of despatch of the notice (which
date shall be specified therein) the Specified Shares at the Specified
Price.  Any such application shall be
irrevocable.  (d)Sale and
purchase formalities.In the event the other
Shareholder applies to purchase the Specified Shares pursuant to Clause 7.2(c) above,
the Vendor shall be bound to transfer the shares comprised in a Transfer Notice
to the other Shareholder at the time and place specified by the Board and if he
shall fail to do so the Chairman of the Board or some other person appointed by
the directors for the purpose shall be deemed to have been appointed attorney
of the Vendor with full power to execute, complete and deliver, in the name and
on behalf of the Vendor transfers of such Specified Shares as aforesaid to the
other Shareholder against payment to the Vendor in respect of the Specified
Shares.  (e)Power to sell
where pre-emption right declined.If the directors do not dispose
of the shares comprised in any Transfer Notice in accordance with the foregoing
provisions of this Clause , they shall notify the Vendor forthwith and during
the period of 120 days next following the despatch of such notice the Vendor shall
be at liberty to transfer the  11


Specified Shares to the party identified in
the Transfer Notice at any price not being less than the Specified Price.  7.3No concealment of true ownership  (a)No share or any interest in any Share shall be held by any
Shareholder as a bare nominee for or sold or disposed of to any person.  (b)If Clause 7.2(a) is infringed the holder of such Share
shall, if the Board so resolves be deemed to have served a Transfer Notice in
respect thereof, with a Specified Price per Share equivalent to the original
price paid for each such Share.  7.4Adherence by a Transferee. 
A Shareholder may not conclude an agreement
to transfer any Shares to a transferee who is not already party to this
Agreement unless the proposed transferee has executed under seal in favour of
and delivered to the Company a Deed of Adherence in the form set out in the Second
Schedulewhereby the transferee agrees to be bound by this Agreement as if
he had been party to it.  7.5Effect of transfer in breach.  Any transfer or
purported transfer made otherwise than in accordance with the provisions of
this Agreement or the Articles, shall be void and of no effect whatsoever and
the Company and each of the Shareholders shall procure that the Board shall not
register the same.  7.6Group Transfers.  Subject to Clause 7.3 and without prejudice to Clause 7.2(a), subject to
the prior consent of the remaining shareholders, such consent not to be
unreasonably withheld, a shareholder shall have the right to transfer any
Shares (including any shares of any class) held by it in the Company to any
Affiliate but in the event that such a transferee ceases to be an Affiliate of
the transferor, the transferee must immediately transfer such Shares (or shares
of any class) to the transferor or to an Affiliate of the Transferor, failing
which the transferee shall be deemed to have served a Transfer Notice in
respect of such Shares (or shares).  7.7Waiver of Pre-emption Rights.  Each of the
parties hereto hereby waives any preemption rights to which he may be entitled
(whether under the Articles of Association or otherwise) in respect of the
transfer of any shares in the Company pursuant to Clause 7.6.  8.DIVIDEND POLICY  8.1The Company
shall, subject to compliance with the Companies Acts, annually (unless the
Board agrees otherwise), return by way of dividend to the Shareholders or their
nominees, 100% (one hundred per cent) of the Net Profit of the Company in the
proportions set out in the Third Schedule(Dividend).  8.2The parties
hereto agree that, in addition to the Dividend detailed in Clause 8.1, any
other income after taxes of the Company shall, subject to compliance with the
Companies Acts, be returned by way of further dividend to the Shareholders as
the Board may decide.  12


9.WARRANTIES  9.1Each party hereby represents, warrants to and
undertakes in favour of the other parties that:-  (a)it has the requisite power and authority to enter into and
perform this Agreement and any (if any) other documents which are to be
executed by the relevant party at Completion (in each case, the Partys
Completion Documents);  (b)this Agreement constitutes and the Partys Completion Documents
will, when executed by the relevant party (or its lawfully appointed attorney),
constitute binding obligations of the relevant party in accordance with their
respective terms; and  (c)the execution and delivery of, and the performance by each
party of its obligations under this Agreement and the Partys Completion
Documents will not:-  (i)result
in a breach of any provision of the Memorandum or Articles of Association (or
equivalent constitutional documents of that party);  (ii)result in a breach of, or constitute a
default under, any instrument to which that party is a party or by which that
party is bound;  (iii)result in a breach of any order, judgment or
decree of any court or governmental agency to which that party is a party or by
which that party is bound; or  (iv)require that party to obtain any consent or
approval of, or give any notice to or make any registration with, any
governmental or other authority which has not been obtained or made at the date
hereof, both on an unconditional basis and on a basis which cannot be revoked.  10.DURATION AND TERMINATION  10.1This Agreement
shall come into force on Completion and, subject to the following provisions of
this Clause, shall continue in full force and effect as regards each party
hereto:-  (a)until
the passing of a resolution to wind up the Company or upon an order being made that
the Company be wound up;  (b)until
an encumbrance takes possession or a Receiver is appointed over any of the property
or assets of the Company or an Examiner is appointed to the Company;  (c)until
the Company ceases to carry on the Business; or  (d)until
such time as a party to this Agreement ceases to hold Shares in the capital of
the Company at which time the Agreement will be deemed to be terminated against
the party disposing of all its shares but thereafter shall continue as regards
each remaining party hereto unless terminated by agreement in writing by all
such remaining parties.  13


10.2The following constitute or shall be deemed to
constitute an Event of Default by any of the Shareholders:-  (a)an
encumbrancer takes possession or a receiver is appointed over any of the
property or assets of that Shareholder (or, if applicable, its Holding
Company);  (b)a
Shareholder makes any voluntary arrangement with its creditors (in a situation
that includes insolvency of that Shareholder);  (c)a
Shareholder enters into liquidation (except for the purposes of an
amalgamation, reconstruction or other re-organisation while still solvent and
in such a manner that the company resulting from the re-organisation
effectively agrees to be bound by or to assume the obligations imposed on that
party under this Agreement and such reconstruction does not cause any loss to the
Company);  (d)a
Shareholder becomes bankrupt or there is any Change of Control in a
Shareholder; or  (e)the
provisions of clauses 10.2(b) to 10.2(d) shall apply equally to the
Departing Shareholder as well as Energenics Pte Limited, and such shareholder
shall be referred to as a Defaulting Shareholder.  10.3For the purpose
of Clause 10.2(a), a breach shall be considered capable of remedy if the
Defaulting Shareholder can comply with the provision in question in all
respects other than as to the original time of performance of that provision.  10.4In the event
that the Defaulting Shareholder fails to remedy such Event of Default (if
capable of remedy) to the reasonable satisfaction of the other non-defaulting
shareholder within 30 days of being given notice to do so, the non-defaulting
shareholder shall be deemed to have been appointed the attorney of the
Defaulting Shareholder with full power at its option to execute, complete and
deliver in the name of and on behalf of the Defaulting Shareholder the transfer,
for Fair Value, of the entire shareholding of the Defaulting Shareholder to the
non-defaulting Shareholder or its nominee). 
Any such transfer shall be free from Encumbrances.  10.5The Defaulting
Shareholder agrees that he will, on the transfer of its shares in the Company
pursuant to the terms hereof, confirm in writing that those shares are being
transferred free from any charge, Encumbrance or lien of any kind whatsoever
and with all rights attaching thereto.  11.CONFIDENTIALITY  11.1No publicity.  Subject to Clause 11.2, no Shareholder may make a public announcement
relating to this Agreement without first getting the written consent of the
other Shareholders.  Shareholders are not
to withhold their consent unreasonably.  11.2Publicity required by law or court.  A Shareholder
or its Affiliate may make a public announcement relating to this Agreement if
such disclosure is required by law, an order of a court of competent
jurisdiction or by stock exchange rules.  14


11.3Use of Confidential Information.  Each
Shareholder (for this Clause, Recipient) agrees in relation to Confidential
Information of another Shareholder or of the Company (for this Clause, Owner):-  (a)to use the Confidential Information only for the purposes of
the Business; and  (b)to keep that Confidential Information confidential and not
disclose it or allow it to be disclosed to any third party except:  (i)with the
consent of the Owner;  (ii)with the
consent of the Company and the Shareholders with respect to Confidential
Information of the Company; or  (iii)to
officers, employees and consultants or advisers of the Recipient and the
Recipients Related Companies who have a need to know (and only to the extent
that each has a need to know) and are aware that the Confidential Information
must be kept confidential,  and
the Shareholders must take or cause to be taken reasonable precautions
necessary to maintain the secrecy and confidentiality of the Confidential
Information.  11.4Exclusions.  The obligations of confidentiality under this Agreement do not extend to
information that (whether before or after this Agreement is executed):-  (a)is disclosed to a Recipient under or in relation to this
Agreement but at the time of disclosure is rightfully known to or in the
possession or control of the Recipient and not subject to an obligation of
confidentiality on the Recipient;  (b)is public
knowledge (otherwise than as a result of a breach of this Agreement); or  (c)is
required by law to be disclosed and the Recipient required to make the
disclosure has taken all reasonable steps to oppose or prevent the disclosure
and to limit, as far as reasonably possible, the extent of the disclosure.  11.5Continuing obligations. 
On ceasing to be a Shareholder or on the
termination of this Agreement each Shareholder must:-  (a)continue to keep confidential all Confidential Information
of each other Shareholder and the Company; and  (b)at each Owners option, return to that Owner or destroy and
certify the destruction of that Owners Confidential Information.  11.6Survives termination. 
The rights and obligations of the
Shareholders set out in this Agreement with respect to Confidential Information
will survive termination of this Agreement and are unlimited in time.  15


12.RELATIONSHIP BETWEEN THE SHAREHOLDERS  12.1No agency or partnership. Nothing in this Agreement is to be treated as
creating:-  (a)a partnership between the Shareholders (or any of them) and
the Company; or  (b)a relationship of principal and agent between the
Shareholders or between the Shareholders (or any of them) and the Company.  13.RELATIONSHIP BETWEEN THE SHAREHOLDERS AND THE COMPANY  13.1Each party
agrees to:-  (a)exercise all its rights, powers and remedies in relation to
the Company in a way that gives effect to the terms of this Agreement;  (b)cause all votes that may be cast either by it or by any
other person under its control or influence at general meetings of the Company
to be cast in a way that gives effect to the terms of this Agreement; and  (c)(Insofar as each party can) procure that the directors of
the Company shall cast all votes that may be cast at meetings of the Board in a
way that gives effect to the terms of this Agreement.  14.RELATIONSHIP BETWEEN THIS AGREEMENT AND THE ARTICLES OF
ASSOCIATION  14.1Agreement and Articles of Association to be read
together.  The
Shareholders agreethat the
instruments that govern the relationship amongst themselves and between
themselves and the Company are this Agreement and the Articles of Association
and it is intended that this Agreement and the Articles of Association be read
together.  14.2Agreement prevails.  As between the Shareholders, if there is any inconsistency (whether
expressly referred to or to be implied from this Agreement or otherwise)
between the provisions of this Agreement and those of the Articles of
Association, the Articles of Association shall be read subject to this
Agreement and the provisions of this Agreement shall prevail to the extent of
the inconsistency.  14.3Shareholders undertaking. 
Each Shareholder undertakes with each other
Shareholder to:  (a)exercise all rights, powers and remedies under the Articles
of Association so as to give full force and effect to the terms of this
Agreement; and  (b)observe and comply fully and properly with the Articles of
Association to the intent and effect that the Articles of Association will be
enforceable by the Shareholders amongst themselves and in whatever capacity.  16


15.RE-ORGANISATION  Each of the Shareholders
agree that if it is subsequently decided by those of the Shareholders holding
more than 50% of the voting issued Ordinary Shares of the Company to establish
a Holding Company for the Company then, in such circumstances, each of the
Shareholders shall transfer to any such Holding Company his/its entire holding
of shares in the Company in exchange, on a pro-rata basis, for shares in the
said Holding Company and each of the Shareholders confirm, acknowledge, accept
and agree that the provisions of this Agreement shall apply to, and govern,
their relationship as shareholders in the Holding Company.  16.NOTICES  16.1Notices or other
communications given pursuant to this Agreement by any party to this Agreement
to any other party to this Agreement 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.  16.2Any notice, or
communication, given or sent by post hereunder, shall be sent by registered
post.  16.3Any 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 not affect the validity of any such notice or
communication.  16.4Every 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  17


communication shall be
deemed to be given or made at the start of working hours on the next Business
Day.  16.5The 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 NUMBER(a)  O2Diesel
  Europe
  
  Attn:
  Mr. Alan Raec/o O2Diesel Corp.  100 Commerce
  Drive  
  Suite 301,
  Newark, DE 19713  
  Fax:
  +1 (3O2) 266-7076(b)  O2Diesel
  Asia Limited
  
  Attn:
  Mr. Alan RaeO2 Diesel Corp.   100
  Commerce Drive  
  Suite 301,
  Newark, DE 19713  
  Fax: +1 (3O2) 266-7076AndAttn: Ronen Hazarika   c/o Energenics Holdings Pte Limited   7 Temasek Boulevard   #04-01A Suntec Tower One   Singapore 038987   Fax: +65 6415 1656(c) Energenics
  Holdings Pte Limited
  
  Attn: Ronen Hazarika   7 Temasek Boulevard   #04-01A Suntec Tower One   Singapore 038987   Fax: +65 6415 1656  16.6A 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
16.5.  Such notification shall only be
effective on:  (a)the date specified in the
notification as the date on which the change is to take place; or  18


(b)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.  17.DISPUTES  17.1In the event of any dispute arising out of or relating to this Agreement,
including any question regarding its existence, validity or termination, the
parties shall first seek settlement of that dispute by mediation in accordance
with the London Court of International Arbitration (LCIA) Mediation Procedure,
which procedure is deemed to be incorporated by reference into this clause.  17.2If the dispute is not settled by mediation within 30 days of the
commencement of the mediation, or such further period as the parties shall
agree in writing, the dispute shall be referred to and finally resolved by
arbitration under the LCIA Rules, which Rules are deemed to be
incorporated by reference into this clause.  17.3The language to be used in the mediation and in the arbitration shall be English.  17.4The governing law of the contract shall be the substantive law of
Ireland.  17.5In any arbitration commenced pursuant to this clause,  (a)the number of arbitrators shall
be 3; and  (b)the seat, or legal place, of
arbitration shall be London.  18.GENERAL  18.1Assignment.  Subject to the
provisions of Clause 7.6, this Agreement shall not be assignable by any party
hereto without the prior consent in writing of the other parties and in
accordance with the terms of this Agreement.  18.2Entire Agreement.  This Agreement
and the Schedules (each of which shall be deemed to form part hereof) set out
the whole understanding of the parties hereto in respect of the transaction
dealt with herein and supersede any prior agreement and may be amended only by
a written instrument executed by all the parties hereto.  18.3Completeness of
Documentation.  The parties hereby covenant with each other that they will perform such
acts and execute such deeds and documents and do all such things as may be
required to give effect to the provisions of this Agreement provided that where
any cost or expense is reasonably incurred in the completion of such deeds and
documents the costs or expenses shall be borne by the party requesting the
execution of same.  18.4Successors and Assigns.  This Agreement
shall enure for the benefit of and be binding on the respective successors in
title and permitted assigns of each of the parties.  19


18.5Waiver.  The rights of
each party shall not be prejudiced or restricted by any forbearance or
indulgence extended to any other party and no waiver by any party in respect of
any breach shall operate as a waiver in respect of any subsequent breach.  18.6Severability.  If any of the
provisions of this Agreement are found by a court or other competent authority
to be void or unenforceable, such provision shall be deemed to be deleted from
the Agreement and the remaining provisions of this Agreement shall continue in
full force and effect.  Notwithstanding
the foregoing the parties shall thereupon negotiate in good faith in order to
agree the terms of a mutually satisfactory provision to be substituted for the
provision found to be void or unenforceable.  18.7Manner of Execution.  This Agreement
may be executed in any number of counterparts and by the different parties
hereto on separate counterparts (including by facsimile transmission) each of
which when executed and delivered shall constitute an original and all such
counterparts together constituting but one and the same instrument provided
always that this Agreement shall not be effective until each party has executed
and dated at least one counterpart.  18.8Business Days.  If any action
or duty to be taken or performed under any of the provisions hereof would,
apart from the provisions of this Clause, fall to be taken or performed on a
day which is not a Business Day such action or duty shall be taken or performed
on the Business Day next following such date.  18.9Costs.  Each party to this
Agreement shall pay its own costs, charges and expenses incurred in the
preparation, negotiation, execution, completion and implementation of this
Agreement (and the documents referred to herein), save that the cost of
incorporation of the Company and any stamp duty payable by the New Shareholder
in respect of the Transfer shall be borne equally by the Shareholders.  19.INDEPENDENT LEGAL ADVICE  Each of the Shareholders
acknowledges that they have the right to take independent legal advice and that
they understand the effect and implications of this Agreement and every part
thereof.  Each of the Shareholders
further acknowledges that they have entered into this Agreement without any
coercion of any description.  20.GOVERNING LAW  This Agreement shall be
governed by and construed in accordance with the laws of Ireland.  IN WITNESS WHEREOFthis
Agreement has been entered into the day and year first herein written.  20


ANNEXURE A  MEMORANDUM AND ARTICLES OF
ASSOCIATION  21


FIRST SCHEDULE  PARTICULARS IN RELATION TO THE
COMPANY  Registered Number:
  
  444569Registered Office:
  
  3
  Burlington Road, Dublin 4, IrelandDate of Incorporation:
  
  13
  August, 2007Annual Return Date:
  
  13
  February, 2008Directors:
  
  Alan
  Rae
  Ronen HazarikaSecretary:
  
  David
  ShipmanAuthorised Capital:
  
   100,000,000 divided into 100,000,000 Ordinary
  Shares of 1.00 eachIssued Capital:
  
  100
  Ordinary Shares of 1.00 eachShareholders:
  
  O2
  Diesel Europe Limited
  Energenics Holdings Pte LimitedCharges, Mortgages:
  
  Nil  22


SECOND SCHEDULE  DEED OF ADHERENCE  By
this Deed of Adherence I/We [·] of [·] having my address/our registered office at
[·]
intending to become a shareholder of O2Diesel Asia Limited (the Company) in
respect of [number and class of shares] in the capital of the Company (the Shares)
hereby agree[s] with the Company and each of its shareholders to comply with
and to be bound by all of the provisions of a certain Share Subscription and
Shareholders Agreement dated [·] between a list of persons referred to
therein as therein as the Existing Shareholder, the New Shareholders and
the Company (the Agreement) a copy of which has been delivered to me/us and
which I/we have initialed and attached hereto for identification in all
respects as if I/We was/were a party/parties to such agreement and named
therein as a party/parties thereto of the same part/parts as the proposing
transferor [name] of the Shares.  IN WITNESSwhereof I/We have executed this Deed under Seal on the [·] day of [·]   SIGNED SEALED AND DELIVERED
  )by
  the said
  )in
  the presence of:-
  )   or   PRESENT when the Common Seal
  )of
  )was
  affixed hereto:-of
  )   DirectorDirector/Secretary  23


THIRD SCHEDULE  1All Dividends declared by the Company shall be divided between the New
Shareholder and the Existing Shareholder in the proportions set out in the
table below.  2For the avoidance of doubt, the division of dividends between the
parties shall be determined by reference to the aggregate gross volume of the
Licensed Product (as defined in the O2 Diesel Europe Licence) sold in the
relevant year by the Departing Shareholder and paid for by Energenics Pte Ltd
pursuant to the terms of a Supply & Distributorship Agreement dated 15
September 2006.  3For the purposes of determining the aggregate
gross volume of Licensed Product sold in the relevant year, the parties agree
that the figure stated as the gross volume in each of the relevant invoices
issued by the Departing Shareholder with respect to which payment has been
received shall be conclusive.  4In the event the New Shareholder achieves
sales of the Licensed Product of the volumes set out in Column I below, it
shall receive the corresponding percentage dividend as set out in Column II
with the balance of the Dividend payable to the Existing Shareholder in the corresponding
percentage as set out in Column III.  5Payment of the dividend by the Company shall
only be made to the extent that payment of the invoice by Energenics Pte Ltd
has been made to the Departing Shareholder.  I
  
  II
  
  IIIAggregate Annual Volume of 
  Licensed Product sold by the 
  Existing Shareholder (in litres)
  
  Percentage
  Dividend 
  payable by the Company 
  to the New Shareholder on 
  Aggregate Annual 
  Volume
  
  Percentage
  Dividend 
  payable by the 
  Company to the 
  Existing Shareholder 
  on Aggregate Annual 
  VolumeFor sales up to *
  
  *
  %
  *
  %Between * and *
  
  *
  %
  *
  %Between * and *
  
  *
  %
  *
  %Between * and *
  
  *
  %
  *
  %Between * and *
  
  *
  %
  *
  %Any amount greater than *
  
  *
  %
  *
  %  6The volumes above are defined as applying to
a Treat-rate of * parts per million.  If
the Treat-rates are adjusted downwards, i.e., below *
ppm, then the volume applicable will be adjusted downward on a pro rata basis.  7The Treat-rate for the purposes of this Schedule shall mean the
volume of the Licensed Product required to stabilize one blended unit of
ethanol diesel fuel.  24


PRESENT when the Common Seal
  of
  )
  /s/
  David ShipmanO2 DIESEL EUROPE LIMITED
  )
  Directorwas affixed hereto:-
  ))
  /s/Alan
  RaeDirector/Secretary  SIGNED by
  [                                      ]on behalf of ENERGENICS
  HOLDINGSPTE LIMITED
  /s/Ronen
  Hazarikabeing duly authorised   PRESENT when the Common Seal
  of
  )
  /s/
  David ShipmanO2 DIESEL ASIA LIMITED
  )
  Directorwas affixed hereto:-
  ))
  /s/Alan
  RaeDirector/Secretary  25