Exhibit 10.31  Form of Market Development Warrant  WARRANT  THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE
SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH
DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.  [Date]  O2DIESEL CORPORATION  Warrant for the Purchase of Common Stock
(Void after October 17, 2012)  No. W-  FOR VALUE RECEIVED, this Warrant is hereby issued by 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),
to Energenics Holdings Pte Ltd,  a
company incorporated in Singapore with registration number 200612991G and
having its registered office at 7 Temasek Boulevard, Suntec City Tower 1
#04-01A, Singapore 038987 (the Holder). 
Subject to the provisions of this Warrant, the Company hereby grants to
Holder the right to purchase up to             
shares of the Companys common stock, par value $.0001 per share (Common Stock),
at US$0.375 per share (Exercise Price).  The Holder agrees with the Company that this Warrant is issued, and all
the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.  1.Exercise of Warrant. 
Subject to the terms and conditions set forth herein, the Holder may
exercise this Warrant on or after date hereof and no later than October 17,
2012. To exercise this Warrant the Holder shall present and surrender this
Warrant to the Company at its principal office, with the Warrant Exercise Form,
attached hereto as Appendix A, duly executed by the Holder and
accompanied by payment in cash or by certified check, payable to the order of
the Company or by a wire transfer to the Company, of the aggregate Exercise
Price for the total aggregate number of securities for which this Warrant is
exercised.  The Common Stock deliverable
upon such exercise, and as adjusted from time to time, are hereinafter referred
to as Warrant Stock.  Upon receipt by the
Company of this Warrant, together with the executed Warrant Exercise Form and
payment of the Exercise Price, if any, for the securities to be acquired, in
proper form for exercise, and subject to the Holders compliance with all
requirements of this Warrant for the exercise hereof, the Holder shall be
deemed to be the holder of record of the Warrant Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the  1


Company shall then be closed or that certificates
representing such securities shall not then be actually delivered to the
Holder; provided, however, that no exercise of this Warrant shall be effective,
and the Company shall have no obligation to issue any Warrant Stock to the
Holder upon any attempted exercise of this Warrant, unless the Holder shall
have first delivered to the Company, in form and substance reasonably
satisfactory to the Company, appropriate representations so as to provide the
Company reasonable assurances that the securities issuable upon exercise may be
issued without violation of the registration requirements of the Securities Act
and applicable state securities laws, including without limitation
representations that the exercising Holder is an accredited investor as
defined in Regulation D under the Securities Act and that the Holder is
familiar with the Company and its business and financial condition and has had
an opportunity to ask questions and receive documents relating thereto to his
reasonable satisfaction.  2.Reservation of Shares. 
The Company will reserve for issuance and delivery upon exercise of this
Warrant all shares of Warrant Stock.  All
such shares shall be duly authorized and, when issued upon such exercise, shall
be validly issued, fully paid and non-assessable and free of all preemptive
rights.  3.Assignment or Loss of Warrant.  Subject to the transfer restrictions herein
(including Section 6), upon surrender of this Warrant to the Company or at
the office of its stock transfer agent, if any, with the Assignment Form,
attached hereto as Appendix B, duly executed and funds sufficient to pay
any transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment and
this Warrant shall promptly be canceled. 
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant, and of reasonably
satisfactory indemnification by the Holder, and upon surrender and cancellation
of this Warrant, if mutilated, the Company shall execute and deliver a
replacement Warrant of like tenor and date.  4.Rights of the Holder. 
The Holder shall not, by virtue hereof, be entitled to any rights of a
stockholder in the Company, either at law or in equity, and the rights of the
Holder are limited to those expressed in this Warrant.  5.Adjustments.  (a)Adjustment for Recapitalization.  If the Company shall at any time after the
date hereof subdivide its outstanding shares of Common Stock by
recapitalization, reclassification or split-up thereof, or if the Company shall
declare a stock dividend or distribute shares of Common Stock to its
shareholders, the number of shares of Common Stock subject to this Warrant
immediately prior to such subdivision shall be proportionately increased, and
if the Company shall at any time after the date hereof combine the outstanding
shares of Common Stock by recapitalization, reclassification or combination
thereof, the number of shares of Common Stock subject to this Warrant
immediately prior to such combination shall be proportionately decreased.  (b)Adjustment for Reorganization, Consolidation, Merger, Etc.  If at any time after the date hereof the
Company has a Change in Control, the Holder agrees that, either  2


(a) Holder shall
exercise its purchase right under this Warrant and such exercise will be deemed
effective immediately prior to the consummation of such Change in Control or (b) if
the Holder elects not to exercise the Warrant, this Warrant will expire upon
the consummation of the Change of Control. For purposes of this Warrant, a Change
in Control shall be deemed to occur in the event of a change in ownership or
control of the Company effected through any of the following transactions: (i) the
acquisition, directly or indirectly, by any person or related group of persons
(other than the Company or a person that immediately before the Change of
Controldirectly or indirectly controls, or is
controlled by, or is under common control with, the Company) of beneficial
ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act
of 1934, as amended) of outstanding securities possessing more than fifty
percent (50%) of the total combined voting power of the Companys outstanding
securities; or (ii) the sale, transfer or other disposition of all or
substantially all of the Companys assets; or (iii) the consummation of a
merger or consolidation of the Company with or into another entity or any other
corporate reorganization, if more than fifty percent (50%) of the combined
voting power of the continuing or surviving entitys securities outstanding
immediately after such merger, consolidation or other reorganization is owned
by persons who were not stockholders of the Company immediately prior to such
merger, consolidation or other reorganization.  (c)Certificate as to Adjustments.  The adjustments provided in this Section 5
shall be interpreted and applied by the Company in such a fashion so as to
reasonably preserve the applicability and benefits of this Warrant (but not to
increase or diminish the benefits hereunder). 
In each case of an adjustment in the number of shares of Common
Stock  receivable on the exercise of the
Warrant, the Company at its expense will promptly compute such adjustment in
accordance with the terms of the Warrant and prepare a certificate executed by
two executive officers of the Company setting forth such adjustment and showing
in detail the facts upon which such adjustment is based. The Company will mail
a copy of each such certificate to each Holder.  (d)Notices of Record Date, Etc. 
In the event that:  (i)the
Company shall declare any dividend or other distribution to the holders of
Common Stock, or authorizes the granting to Common Stock holders of any right
to subscribe for, purchase or otherwise acquire any shares of stock of any
class or any other securities; or  (ii)the
Company has a Change in Control; or  (iii)the
Company authorizes any voluntary or involuntary dissolution, liquidation or
winding up of the Company,  then, and in each such case, the Company shall mail or cause to be
mailed to the holder of this Warrant at the time outstanding a notice
specifying, as the case may be, (a) the date on which a record is to be
taken for the purpose of such dividend, distribution or right, and stating the
amount and character of such dividend, distribution or right, or (b) the
date on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding up is to take place, and the
time, if any is to be fixed, as to which the holders of record of Common Stock
shall be entitled to exchange their shares of Common Stock for securities or  3


other property deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up. 
Such notice shall be mailed at least 20 days prior to the date therein
specified.  (e)No Impairment.  The
Company will not, by any voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 5 and in the taking of
all such action as may be necessary or appropriate in order to protect the
rights of the Holder of this Warrant against impairment.  6.Transfer to Comply with the Securities Act.  This Warrant and any Warrant Stock may not be
sold, transferred, pledged, hypothecated or otherwise disposed of except as
follows:  (a) to a person who, in
the opinion of counsel to the Company, is a person to whom this Warrant or the
Warrant Stock may legally be transferred without registration and without the
delivery of a current prospectus under the Securities Act with respect thereto
and then only against receipt of an agreement of such person to comply with the
provisions of this Section 6 with respect to any resale or other
disposition of such securities; or (b) to any person upon delivery of a
prospectus then meeting the requirements of the Securities Act relating to such
securities and the offering thereof for such sale or disposition, and
thereafter to all successive assignees.  7.Reports Under Securities Exchange Act of 1934.  With a view to making available to the Holder
the benefits of Rule 144 under the Securities Act (Rule 144) and
any other rule or regulation of the Securities Exchange Commission (Commission)
that may at any time permit a Holder to sell securities of the Company to the
public without registration, the Company shall:  (a)make
and keep public information available, as required by Rule 144, at all
times;  (b)file
with the Commission in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act; and  (c)furnish
to the Holder, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144,
the Securities Act and the Exchange Act; (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed by the Company and (iii) such other information as may be
reasonably requested in availing any Holder of any rule or regulation of
the Commission which permits the selling of any such securities without
registration.  8.Legend.  (a)Unless
the shares of Warrant Stock have been registered under the Securities Act, upon
exercise of this Warrant and the issuance of any of the shares of Warrant
Stock, all certificates representing shares shall bear on the face thereof
substantially the following legend:  4


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.  (b)The
legend requirements shall terminate when (i) the shares in question shall
have 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.  (c)Upon
termination of the legend requirements as per Section 8(b) above, the
Company shall instruct its transfer agent to issue a new share certificate at
no cost to the Holder without a legend limiting the sale or transfer of the
shares.  9.Notices.  All notices
required hereunder shall be in writing and shall be deemed given by facsimile
transmission, delivered personally or within one day after mailing when mailed
by an overnight courier service, to the Company or the Holder, as the case may
be, for whom such notice is intended, if to the Holder, at the address of such
party as set forth in the Common Stock and Warrant Purchase Agreement, dated as
of October 17 2007, between the Company and Energenics Holdings Pte Ltd,
or if to the Company, O2Diesel Corporation, 100 Commerce Drive, Suite 301,
Newark, Delaware 19713 or at such other address of which the Company or the
Holder has been advised by notice hereunder.  10.Applicable Law.  The
Warrant is issued under and shall for all purposes be governed by and construed
in accordance with the laws of the State of Delaware, without regard to the
conflict of laws provisions of such State.  5


IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of
the day and year first above written.   O2Diesel CorporationBy:David H. ShipmanChief Financial Officer  6


Appendix A  WARRANT EXERCISE FORM  The undersigned hereby irrevocably elects to (i) exercise the
within Warrant to purchase
                    
shares of the Common Stock of O2DIESEL CORPORATION, a Delaware corporation,
pursuant to the provisions of Section 1 of the attached Warrant, and
hereby makes payment of
$                    
in payment therefor, or (ii) exercise this Warrant for the purchase of
              
shares of Common Stock, pursuant to the provisions of Section 1 of the
attached Warrant.  The undersigneds
execution of this form constitutes the undersigneds agreement to all the terms
of the Warrant and to comply therewith.  SignaturePrint Name:Signature, if jointly heldPrint Name:Date:  7


Appendix B  ASSIGNMENT FORM  FOR VALUE
RECEIVED                                                          
(Assignor) hereby sells, assigns and transfers unto
                                                              
(Assignee) all of Assignors right, title and interest in, to and under
Warrant No. W-         issued by
                                                        ,
dated
                            .  DATED:ASSIGNOR:SignaturePrint Name:Signature, if jointly heldPrint Name:ASSIGNEE:The undersigned agrees to all of the terms of the Warrant and to
  comply therewith.SignaturePrint Name:Signature, if jointly heldPrint Name:  8