Exhibit
10.25  COMMON STOCK AND WARRANT
PURCHASE AGREEMENT  This Common Stock
and Warrant Purchase Agreement (this Agreement) is made as of October 17,
2007 (the Execution Date), by and among  O2Diesel
Corporation, a Delaware corporation, with file number 3857061 and publicly traded on the
American Stock Exchange and having its Principal Executive Offices at 100
Commerce Drive, Suite 301, Newark, Delaware 19713 (the Company),  and  Energenics
Holdings Pte Ltd, a company incorporated in Singapore with registration
number 200612991G and having its registered office at 7 Temasek Bvd, #04-01A
Suntec Tower One, Singapore 038987 (the Purchaser).  In consideration
of the mutual promises and covenants herein, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound, the parties
hereto agree as follows:  1.AUTHORIZATION AND SALE
OF COMMON STOCK AND WARRANTS  1.1Authorization
of Common Stock and Warrants.  (a)The Company has
authorized the sale and issuance to the Purchaser of 2,551,020 shares (the Shares)
of its Common Stock, par value $ 0.0001 per share (the Common Stock), and a warrant
to purchase up to 1,275,510 shares of Common Stock at a price per share of
US$0.50 (the Investment Warrant), such Investment Warrant having the terms
set forth in the form attached hereto as Exhibit A.  (b)In connection with the
Purchasers purchase from the Company of the Companys equity interest in O2Diesel
Asia Limited (the Joint Venture Transaction), the Company has authorized the sale
and issuance to the Purchaser of a warrant to purchase up to 1,500,000 shares
of Common Stock at a price per share of US$0.50 (the JV Warrant), such JV
Warrant having the terms set forth in the form attached hereto as Exhibit B.  (c)In connection with an investment
by the Purchaser in the development of the geographic market served by the
Purchaser pursuant to that certain Supply and Distribution Agreement, by and
between the Company and Energenics Pte Ltd, an affiliate of the Purchaser (Energenics),
dated as of September 15, 2006 (the Supply Agreement), the Company has
authorized the sale and issuance to the Purchaser of additional warrants to
purchase up to an aggregate of 6,500,000 shares of Common Stock at a price per
share equal to the lesser of (i) US$0.50, or (ii) 106% of the closing
price per share (rounded to the nearest cent) of the Companys Common Stock on
the American Stock Exchange or, if the Companys Common Stock is not listed on
the American Stock Exchange, the closing price or bid per share on such other
national securities exchange or quotation system upon which the Companys
Common Stock is listed or quoted, on the date such warrants are earned as
described below (the Market Development Warrants, and collectively with the
Investment Warrant and the JV Warrant, the  
 [*] = 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 *.


Warrants), such Market
Development Warrants having the terms set forth in the form attached hereto as Exhibits
C, D and E and the issuance of such Market Development Warrants to be conditioned
upon the following purchases of O2D05 or equivalent, pursuant to the Supply
Agreement:  Purchases (in liters)
  
  Warrant Coverage*
  
  1,750,000*
  
  2,250,000*
  
  2,500,000
  Purchases shall mean
the total cumulative amount of liters of O2D05 or equivalent purchased by the
Purchaser since September 15, 2006 against which Purchaser or Energenics has
made full and timely payment, in accordance with the Companys payment terms.  Warrant Coverage shall mean the number of shares
of Common Stock purchasable pursuant to a Market Development Warrant issuable
to Purchaser for the corresponding amount of Purchases.  The volumes of Purchases above are applicable
to a Treat-rate of*
parts per million.  If the Treat-rates
decrease, then the amounts required to achieve the next level of Purchases
shall also be decreased by the same percentage as the percentage decrease in
the Treat-rate.  The Treat-rate for the
purposes of this Schedule shall mean the volume of the O2D05 or equivalent
required to stabilize one blended unit of ethanol diesel fuel.  1.2Sale and Issuance of
Shares.Subject to the
terms and conditions hereof, the Company shall issue and sell to the Purchaser
and the Purchaser will buy from the Company the Shares at a per share purchase
price of US$0.49 (the Per Share Price), and at the aggregate purchase price
of US$1,249,999.80 (the Purchase Price). 
The calculation of the Per Share Price consists of 105% of the closing
price per share of the Companys Common Stock on the American Stock Exchange on
the day before to the date hereof.  1.3Sale and Issuance of
Investment Warrant.As
further consideration for the Purchasers purchase from the Company of the Shares,
and subject to the terms hereof, at the Closing, the Company shall issue to the
Purchaser the Investment Warrant.  1.4Issuance of JV Warrant.In consideration of the Purchasers
purchase from the Company of the Companys interest in O2Diesel Asia Limited, and
subject to the terms hereof, the Company shall issue to the Purchaser the JV
Warrant within thirty business days after the receipt by the Company from the
Purchaser or Energenics at or after the Closing of:  (i) a
purchase order for a quantity of O2D05 or the equivalent that, together with
all other purchase orders received by the Company from the Purchaser or
Energenics at or after the Closing, totals* liters or more (collectively, the Purchase
Orders), and  (ii) full and
timely payment on all Purchase Orders in accordance with the Companys payment
terms.  1.5Issuance of Market
Development Warrant.Upon
the achievement by the Purchaser and/or Energenics of any of the three levels
of Purchases as described in Section 1.1(c) above, within thirty
business days after achievement of such level, the Company shall issue to  2


the Purchaser a Market Development Warrant that
includes the Warrant Coverage corresponding to the level of Purchases
achieved.  By way of example, if on January 1,
2008 Purchaser makes an order for* liters which, together with all other orders made by Purchaser
after the Closing, totals *
liters, then Purchaser shall receive a Market Development Warrant covering
2,250,000 shares of Common Stock. 
Further, the Company would have previously issued to Purchaser a Market
Development Warrant covering 1,750,000 shares of Common Stock for having
achieving total Purchases of *
liters.  2.CLOSING DATE; DELIVERY  2.1Closing Date.It is anticipated that the purchase and
sale of the Shares hereunder shall be consummated at a closing (the Closing)
held at the offices of Arnold & Porter LLP, 1600 Tysons Boulevard, Suite 900,
McLean, VA 22102 on October 26, 2007, at 10:00 a.m., local time, or
at such other date, time and place upon which the Company and the Purchaser
shall agree (the date and time of the Closing is hereinafter referred to as the
Closing Date).  2.2Delivery
and Payment.  (a)At the Closing, the
Company will deliver to the Purchaser a certificate or certificates, registered
in the Purchasers name, representing the Shares to be purchased by the
Purchaser at the Closing.  (b)At the Closing, the
Purchaser will deliver to the Company the following:  (i)payment
of the Purchase Price, by wire transfer per the Companys instructions; and  (ii)an
irrevocable purchase order made by Energenics for 1,000,000 liters of O2DO5,
which purchase order shall be backed by an irrevocable letter of credit
reasonably acceptable to the Company.  2.3Escrow of Funds Pending
Closing.Concurrent with
the execution of this Agreement, the Purchaser will tender to legal counsel for
the Company funds equal to the Purchase Price for the Shares.  Such funds will be held by such counsel in
escrow pending notice by the Company and Purchaser of the Closing.  If the Closing has not occurred by the
termination date specified in Section 9.1, the parties will instruct
counsel to return the funds to the Purchaser. 
Such funds shall be delivered to Arnold & Porter LLP, 1600 Tysons Boulevard, McLean,
Virginia  22102, Attn.:  Kevin J. Lavin, Esq. by wire
transfer to the following account:  Account
  Name:
  
  Arnold &
  Porter LLP Client Trust AccountAccount
  No.
  
  3700
  3879ABA
  No.
  
  254
  07 0116Bank
  Name:
  
  Citibank
  FSB1101
  Pennsylvania Avenue, NWWashington,
  DC 20004Note:
  
  O2Diesel
  Corporation / Equity Subscription  3


3.REPRESENTATIONS AND
WARRANTIES OF THE COMPANY  The Company
represents and warrants to the Purchaser that, as of the Closing Date:  3.1Organization and Standing;
Certificate of Incorporation and Bylaws.The Company is a corporation duly
organized and existing under, and by virtue of, the laws of the State of
Delaware and is in good standing under such laws.  The Company has all requisite legal and
corporate power and authority to execute and deliver this Agreement, to sell
and to issue the Shares and the Warrants hereunder, and to issue the shares of
Common Stock issuable upon exercise of the Warrants.  3.2Disclosure Documents.The Disclosure Documents (as hereinafter
defined) are true, correct and complete in all material respects, and do not
contain an untrue statement of material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.  Since the respective dates as of which
information was given in the Disclosure Documents, except as otherwise stated
therein, there has been no material adverse change in the financial condition,
or in the results of operations or affairs of the Company.  4.REPRESENTATIONS AND
WARRANTIES OF THE PURCHASER  The Purchaser
hereby represents and warrants to the Company as follows:  4.1Preexisting Relationship
with Company; Business and Financial Experience.By reason of its business or financial
experience or the business or financial experience of its professional advisors
who are unaffiliated with the Company and who are not compensated by the
Company, the Purchaser has the capacity to protect its own interests in
connection with the purchase of the Shares, the Warrants and the shares of
Common Stock issuable upon exercise of the Warrants.  Purchaser is an accredited investor as
defined in Rule 501(a) under the Securities Act of 1933, as amended (Securities
Act).  4.2Investment Intent; Blue
Sky.It is acquiring the Shares,
the Warrants and any shares of Common Stock issued upon exercise of the
Warrants for investment for its own account, not as a nominee or agent, and not
with a view to, or for resale in connection with, any distribution
thereof.  It understands that the
issuance of the Shares, the Warrants and the shares of Common Stock issuable
upon exercise of the Warrants have not been, and will not be, registered under
the Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends upon, among
other things, the bona fide nature of the Purchasers investment intent and the
accuracy of the Purchasers representations as expressed herein.  The Purchasers address set forth herein
represents the Purchasers true and correct state of domicile, upon which the
Company may rely for the purpose of complying with applicable Blue Sky laws.  4.3Rule 144.It acknowledges that the Shares, the
Warrants and the shares of Common Stock issuable upon exercise of the Warrants
must be held indefinitely unless subsequently registered under the Securities
Act or unless an exemption from such registration is available.  It is aware of the provisions of Rule 144
promulgated under the Securities Act which permit limited resale of shares
purchased in a private placement subject to the satisfaction of  4


certain conditions, including, among other things, the
existence of a public market for the shares, the availability of certain
current public information about the Company, the resale occurring not less
than one year after a party has purchased and paid for the security to be sold,
the sale being effected through a brokers transaction or in a transaction
directly with a market maker, and the number of shares being sold during any
three-month period not exceeding specified limitations.  4.4Restrictions on Transfer;
Restrictive Legends.It
understands that the transfer of the Shares, the Warrants and the shares of
Common Stock issuable upon exercise of the Warrants is restricted by applicable
state and Federal securities laws and by the provisions of this Agreement, and
that the certificates representing the Shares, the Warrants and the shares of
Common Stock issuable upon exercise of the Warrants will be imprinted with
legends in the following form restricting transfer except in compliance
therewith:  THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN
ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF
SUCH SECURITIES.  THESE SECURITIES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT),
OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN
COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
(III) UPON THE DELIVERY TO O2DIESEL CORPORATION (THE COMPANY) OF AN
OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.  Without in any way limiting the above, the Purchaser agrees not to make
any disposition of all or any portion of theShares, the Warrants or any
shares of Common Stock issued upon exercise of the Warrants unless and until twelve (12) months after
the Closing Date.  Notwithstanding
anything to the contrary, the legend requirements shall terminate when (i) the
security has been effectively registered under the Securities Act and disposed
of pursuant thereto, or (ii) the Company shall have received an opinion of
counsel reasonably satisfactory to it that such legend is not required in order
to insure compliance with the Securities Act.  4.5Access to Data; Disclosure
Documents.Purchaser
acknowledges that it has received all such information as Purchaser deems
necessary and appropriate to enable it to evaluate the financial risk inherent
in making an investment in the Shares, the Warrants and the shares of Common
Stock issuable upon exercise of the Warrants, including but not limited to the
Companys reports filed under the Securities Exchange Act of 1934, as amended (Exchange
Act), with the SEC (Disclosure Documents). 
Purchaser further acknowledges that Purchaser has (a) received
satisfactory and complete information concerning the business and financial
condition of the Company in response to all inquiries in respect thereof, and (b) been
given the opportunity to meet with management of the Company.  Purchaser has relied solely upon the  5


Disclosure Documents, advice of its representatives,
if any, and independent investigations made by the Purchaser and/or its
representatives, if any, in making the decision to purchase the Shares, the
Warrants and the shares of Common Stock issuable upon exercise of the Warrants
and acknowledges that no representations or agreements other than those set
forth in this Agreement have been made to the Purchaser in respect thereto.  4.6Authorization.All action on the part of the Purchasers
partners, members, board of directors, and stockholders, as applicable,
necessary for the authorization, execution, delivery and performance of this
Agreement by the Purchaser, the purchase of and payment for the Shares and the
Warrants and the performance of all of the Purchasers obligations under this
Agreement have been taken or will be taken prior to the Closing.  5.COVENANTS.  5.1Registration.  (a)The Company agrees it
shall include the Shares and all shares of Common Stock issued or issuable upon
the exercise of the Warrants, including the Common Stock issued pursuant to
recapitalizations, stock splits, stock dividends and similar distributions with
respect to such shares (the Registrable Securities) on the first new registration
statement on Form S-3 filed by the Company after January 1, 2008 (the
Registration Statement) under the Securities Act with the SEC, qualify the
Registrable Securities under all applicable state securities laws and include
such Registrable Securities in all other applicable compliance, which
registration, qualification and compliance shall in no event be later than one
year following the Closing Date (Deadline).  The
Company will pay to the Purchaser, in cash or shares of Common Stock at the
Companys discretion, 1% of the Purchase Price as liquidated damages for every
month after the Deadline that it takes for the Registration Statement to be
declared effective; provided that
the maximum aggregate liquidated damages payable to the Purchaser under this Section 5.1(a) shall
not exceed eight percent (8%) of the Purchase Price.  If a Registration Statement is not
declared effective eighteen (18) months following the Closing Date, the
registration rights set forth in this Section 5.2 may be transferred to
any transferee of Registrable Securities.  (b)The Company will use
its reasonable best efforts to cause such Registration Statements to become
effective within ninety (90) days from filing, or one hundred twenty (120) days
from filing, if such Registration Statement is subject to review by the staff
of the SEC, in each case from the initial filing thereof.  (c)All the costs and
expenses incurred in connection with the registration of the Shares and the shares
of Common Stock issuable upon exercise of the Warrants.  6.INDEMNIFICATION  6.1Indemnification by the Company.The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless the Purchaser, and
each subsequent holder of the Registrable Securities (each a Holder, and
collectively, the Holders), the officers, directors, members, partners,
agents, brokers (including brokers who offer and sell Registrable Securities as
principal as a result of a pledge or any failure to perform under a margin call
of Common Stock), investment advisors and employees (and any other persons with  6


a functionally equivalent role of a person holding
such titles, notwithstanding a lack of such title or any other title) of each
of them, each person who controls any such Holder (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, members, shareholders, partners, agents and employees (and any other
persons with a functionally equivalent role of a person holding such titles,
notwithstanding a lack of such title or any other title) of each such controlling
person, to the fullest extent permitted by applicable law, from and against any
and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable attorneys fees) and expenses (collectively, Losses),
as incurred, arising out of or relating to (1) any untrue or alleged
untrue statement of a material fact contained in a Registration Statement, any
prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any prospectus or form
of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading, or (2) any violation or alleged violation
by the Company of the Securities Act, Exchange Act or any state securities law,
or any rule or regulation thereunder, in connection with the performance
of its obligations under this Agreement, except to the extent, but only to the
extent, that (i) such untrue statements or omissions are based solely upon
information regarding such Holder furnished in writing to the Company by such
Holder expressly for use therein, or to the extent that such information
relates to such Holder or such Holders proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by
such Holder expressly for use in a Registration Statement, such prospectus or
such form of prospectus or in any amendment or supplement thereto or (ii) the
use by such Holder of an outdated or defective prospectus after the Company has
notified such Holder in writing that the prospectus is outdated or
defective.  The Company shall notify the
Holders promptly of the institution, threat or assertion of any an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced
or threatened (Proceeding) arising from or in connection with the
transactions contemplated by this Agreement of which the Company is aware.  6.2Indemnification by Holders.Each Holder shall, severally and not
jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange
Act), and the directors, officers, agents or employees of such controlling
persons, to the fullest extent permitted by applicable law, from and against
all Losses, as incurred, to the extent arising out of or based solely upon:  (x) such Holders failure to comply with
the prospectus delivery requirements of the Securities Act or (y) any untrue
or alleged untrue statement of a material fact contained in any Registration
Statement, any prospectus, or any form of prospectus, or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading (i) to
the extent, but only to the extent, that such untrue statement or omission is
contained in any information so furnished in writing by such Holder to the
Company specifically for inclusion in such Registration Statement or such
prospectus or (ii) to the extent that such information relates to such
Holders proposed method of distribution of Registrable Securities and was reviewed
and expressly approved in writing by such Holder expressly for use in a
Registration Statement, such prospectus or such form of prospectus or in any
amendment or supplement thereto or (ii) the use  7


by such Holder of an outdated or defective prospectus after
the Company has notified such Holder in writing that the prospectus is outdated
or defective. In no event shall the liability of any selling Holder hereunder
be greater in amount than the dollar amount of the net proceeds received by
such Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation.  6.3Conduct of Indemnification Proceedings.If any Proceeding shall be brought or
asserted against any person entitled to indemnity hereunder (an Indemnified
Party), such Indemnified Party shall promptly notify the person from whom
indemnity is sought (the Indemnifying Party) in writing, and the Indemnifying
Party shall have the right to assume the defense thereof, including the
employment of counsel reasonably satisfactory to the Indemnified Party and the
payment of all fees and expenses incurred in connection with defense thereof;
provided, that the failure of any Indemnified Party to give such notice shall not
relieve the Indemnifying Party of its obligations or liabilities pursuant to
this Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not
subject to appeal or further review) that such failure shall have prejudiced
the Indemnifying Party.  An Indemnified
Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses; (2) the Indemnifying
Party shall have failed within thirty days of written notice to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to
such Indemnified Party in any such Proceeding; or (3) the named parties to
any such Proceeding (including any impleaded parties) include both such
Indemnified Party and the Indemnifying Party, and counsel to the Indemnified
Party shall reasonably believe that a material conflict of interest is likely
to exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and the reasonable fees and expenses of no
more than one separate counsel shall be at the expense of the Indemnifying
Party).  The Indemnifying Party shall not
be liable for any settlement of any such Proceeding effected without its
written consent, which consent shall not be unreasonably withheld or
delayed.  No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending Proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of
such Proceeding.  Subject to the
terms of this Agreement, all reasonable fees and expenses of the Indemnified
Party (including reasonable fees and expenses to the extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within ten business days of written notice thereof to the
Indemnifying Party; provided, that the Indemnified Party shall promptly
reimburse the Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is judicially
determined to be not entitled to indemnification hereunder.  8


7.CONDITIONS TO CLOSING OF THE PURCHASER  The Purchasers
obligation to purchase the Shares and the Warrants is, unless waived in writing
by the Purchaser, subject to the fulfillment as of the date of Closing of the
following conditions:  7.1Representations and
Warranties Correct.The
representations and warranties made by the Company in Section 3 hereof
shall be true and correct in all material respects as of the date of the
Closing.  7.2Covenants.All covenants, agreements and conditions
contained in this Agreement to be performed or complied with by the Company on
or prior to the Closing Date shall have been performed or complied with.  7.3Listing.The Shares and shares of Common Stock
issuable upon exercise of the Warrants shall have been authorized for listing
on the AMEX, subject to official notice of issuance.  7.4Compliance and Incumbency
Certificates.The Company
shall have delivered to the Purchaser a certificate of the Company, executed by
the Chief Executive Officer of the Company, dated as of the date of the Closing
and certifying to the fulfillment of the conditions specified in Sections 7.1
and 7.2 of this Agreement.  7.5Execution of Joint Venture
Shareholders Agreement.Each
of the Company, O2Diesel Europe Limited and O2Diesel Asia Limited shall have
executed and delivered to the Purchaser a mutually agreeable Shareholders
Agreement between O2Diesel Europe Limited, the Company, the Purchaser and O2Diesel
Asia Limited establishing, among other things, the rights and duties among the
shareholders of O2Diesel Asia Limited.  7.6Execution of Joint Venture
License Agreement.Each
of O2Diesel Europe Limited, O2Diesel Asia Limited shall have executed and
delivered to O2Diesel Asia Limited a mutually agreeable License Agreement
licensing certain of O2Diesel Europe Limiteds intellectual property with
respect to O2DO5.  7.7Transfer of Shares of
O2Diesel Asia Limited.O2Diesel
Europe Limited and the Company shall together have tendered for transfer to the
Purchaser 50 Ordinary Shares of O2Diesel Asia Limited.  8.CONDITIONS TO CLOSING OF
THE COMPANY  The Companys
obligation to sell and issue the Shares and the Warrants is, unless waived in
writing by the Company, subject to the fulfillment as of the date of Closing of
the following conditions:  8.1Representations and
Warranties Correct.The
representations made in Section 4 hereof by the Purchasers shall be true
and correct in all material respects as of the date of Closing.  9


8.2Covenants.All covenants, agreements, and conditions
contained in this Agreement to be performed or complied with by the Purchaser
on or prior to the date of Closing shall have been performed or complied with
in all material respects.  8.3Listing.The Shares and shares of Common Stock
issuable upon exercise of the Warrants shall have been authorized for listing
on the American Stock Exchange, subject to official notice of issuance.  8.4Execution of Joint Venture
Shareholders Agreement.The
Purchaser shall have executed and delivered to the Company a mutually agreeable
Shareholders Agreement between O2Diesel Europe Limited, the Company, the
Purchaser and O2Diesel Asia Limited establishing, among other things, the rights
and duties among the shareholders of O2Diesel Asia Limited.  8.5Execution of Other License
Agreement.O2Diesel Asia
Limited shall have executed and delivered to the Company a mutually agreeable
License Agreement between O2Diesel Asia Limited and the Company sublicensing
certain of O2Diesel Europe Limiteds intellectual property with respect to
O2DO5.  8.6Payment for Transfer of
Shares of O2Diesel Asia Limited.The Purchaser shall have tendered US$750,000 as payment for the
transfer of 50 Ordinary Shares of O2Diesel Asia Limited from O2Diesel Europe
Limited and the Company.  9.MISCELLANEOUS  9.1Termination.This Agreement may be terminated (a) by
mutual agreement of the Company and the Purchaser at any time or (b) by
either the Company or the Purchaser if the Closing shall not have occurred by
the thirtieth (30th) day following the date of this Agreement.  If this Agreement is terminated in accordance
with this Section 9.1 and the transactions contemplated hereby are not
consummated, (i) this Agreement shall become null and void and of no
further force and effect except that the terms and provisions of this Section 9
shall survive the termination of this Agreement and (ii) any termination
of this Agreement shall not relieve any party hereto from any liability for any
willful breach of its obligations hereunder.  9.2Governing Law.This Agreement shall be governed in all
respects by the internal laws of the State of Delaware without regard to
conflict of laws provisions.  9.3Survival.The warranties, representations, and
covenants of the Company and the Purchasers contained in or made pursuant to
this Agreement shall survive the execution and delivery of this Agreement and
Closing.  9.4Successors and Assigns.Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties.  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.  10


9.5Entire Agreement; Amendment.This Agreement, including the exhibits
hereto, constitutes the full and entire understanding and agreement among the
parties with regard to the subjects hereof and thereof, and no party shall be
liable or bound to any other party in any manner by any warranties,
representations or covenants except as specifically set forth herein or
therein. Any term of this Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Company and Purchaser.  9.6Notices, etc.All notices and other communications
required or permitted hereunder shall be in writing and shall be mailed by
registered or certified mail, postage prepaid, or otherwise delivered by
facsimile transmission, by hand or by messenger, addressed:  (a)if to the Purchaser, to:  Energenics Holdings Pte Limited 7 Temasek Boulevard Suntec City Tower 1 #04-01A Singapore 038987 Attn:Ronen Hazarika Fax:+65
6415 1656  (b)if to the Company, to:  O2Diesel Corporation 100 Commerce Drive Suite 300 Newark, Delaware 19713 Attn:  Alan Rae Fax:302-266-7076  or at such other
address as the Company shall have furnished to the Purchasers, with a copy to:  Arnold & Porter,
LLP 1600 Tysons Blvd. Suite 900 McLean, Virginia 22102 Attn:  Kevin J. Lavin Fax:    703-720-7399  Each such notice or other communication shall for all
purposes of this Agreement be treated as effective or having been given when
received if delivered personally, if sent by facsimile, the first business day
after the date of confirmation that the facsimile has been successfully
transmitted to the facsimile number for the party notified, or, if sent by
mail, at the earlier of its receipt or 72 hours after the same has been
deposited in a regularly maintained receptacle for the deposit of the United
States mail, addressed and mailed as aforesaid.  9.7Delays or Omissions.Except as expressly provided herein, no
delay or omission to exercise any right, power or remedy accruing to any party,
upon any breach or default of  11


another party under this Agreement, shall impair any
such right, power or remedy of such party nor shall it be construed to be a
waiver of any such breach or default, or an acquiescence therein, or of or in
any similar breach or default thereafter occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring.  Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any party of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in
such writing.  All remedies, either under
this Agreement or by law or otherwise afforded to any party, shall be
cumulative and not alternative.  9.8Expenses.The Company and the Purchasers shall bear
their own expenses incurred on their own behalf with respect to this Agreement
and the transactions contemplated hereby.  9.9Counterparts.This Agreement may be executed in any
number of counterparts, each of which shall be an original, and all of which
together shall constitute one instrument.  9.10Severability.In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without said provision, which shall be replaced with an enforceable
provision closest in intent and economic effect as the severed provision;
provided that no such severability shall be effective if it materially changes the
economic benefit of this Agreement to any party.  9.11Titles and Subtitles.The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.  9.12Designation of Forum and
Consent to Jurisdiction.The
parties hereto (i) designate the courts of the State of Delaware as the
forum where all matters pertaining to this Agreement may be adjudicated, and (ii) by
the foregoing designation, consent to the exclusive jurisdiction and venue of
such courts for the purpose of adjudicating all matters pertaining to this
Agreement.  9.13Waiver of Jury Trial.Each of the parties hereto waives any
right it may have to have a jury participate in resolving any dispute arising
out of or related to this Agreement. 
Instead, any such disputes resolved in court shall be resolved in a
bench trial without a jury.  [Remainder of Page Intentionally
Left Blank]  12


The foregoing
agreement is hereby executed effective as of the date first set forth above.   O2DIESEL CORPORATIONBy:
  /s/
  Alan R. RaeName:
  Alan
  R. RaeTitle:
  Chief
  Executive OfficerENERGENICS HOLDINGS PTE LTDBy:
  /s/
  Ronen HazarikaName:
  Ronen
  HazarikaTitle:
  Director  [Signature Page to
Common Stock and Warrant Purchase Agreement]