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FORM OF 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.




October __, 2005




O2DIESEL CORPORATION




Warrant for the Purchase of Common Stock (Void after April __, 2009)



No. W-___




     FOR VALUE RECEIVED, this Warrant is hereby issued by O2DIESEL CORPORATION, a Delaware
corporation (the “Company”), to                                         , a                                         (the “Holder”). Subject to the
provisions of this Warrant, the Company hereby grants to Holder the right to purchase 1,614,035
shares of the Company’s common stock, par value $.0001 per share (“Common Stock”), at $0.7125 per
share during the period of six (6) months to forty two (42) months following the date of issuance
or at a cashless exercise if a registration statement is not effective within one year of the date
of issuance (“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 April ___, 2006 and no later than April ___, 2009. 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 check, payable to the order of 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 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



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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 (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.





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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 Control
directly 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 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.




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          (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. Legend. 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:




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.



     8. Notices. All notices required hereunder shall be in writing and shall be deemed given when
telegraphed, delivered personally or within two days after mailing when mailed by certified or
registered mail, return receipt requested, 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
Purchase Agreement, 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.



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     9. 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.



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     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 Corporation

 	 
	 	By:  	 	 
	 	 	Alan R. Rae 	 
	 	 	Chief Executive Officer 	 



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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 2 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.



	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	Signature	 	 
	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	Signature, if jointly held
	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 
	 

	 	Date:	 	 
	 

	 	 	 	 





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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:
	 
	 	 	 	 
	 	 	 
	 

	 	Signature	 	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	Signature, if jointly held
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	ASSIGNEE:





The undersigned agrees to all of the terms of the Warrant and to comply therewith.




	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	Signature	 	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	Signature, if jointly held
	 

	 	Print Name:	 	 
	 

	 	 	 	 






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