Preview | Common Stock and Warrant Purchase Agreement |

This Common Stock and Warrant Purchase Agreement (this ?Agreement?) is made as of October 28, 2005, by and among O2Diesel Corporation, a Delaware corporation (the ?Company?), and Abengoa Bioenergy R&D, Inc., a Missouri corporation (the ?Purchaser?) (the Company and the Purchaser each a ?Party? and collectively the ?Parties?).

Whereas, Purchaser desires to purchase, and Company desires to sell, a certain number of shares of common stock of the Company and warrants for a certain number of additional shares of common stock of the Company, with a par value of $0.0001 per share, for the consideration and on the terms set forth in this Agreement;

1.1 Authorization of Common Stock and Warrants. The Company has authorized the sale and issuance to the Purchaser of 6,419,840 shares (the ?Shares?) of its Common Stock, par value $ 0.0001 per share (the ?Common Stock?), and warrants to purchase 2,853,262 shares of Common Stock (the ?Warrants?), such Warrants having the terms set forth in the form attached hereto as Exhibit A. The Shares and Warrants to be purchased hereunder are referred to collectively as the ?Units?, and a single ?Unit? shall consist of one Share and a Warrant to purchase 0.44 Shares. [Note: The number of shares and warrants will be determined on the day prior to the signing of this agreement.]

1.2 Sale and Issuance of Units. Subject to the terms and conditions hereof, the Company will issue and sell to the Purchaser and the Purchaser will buy from the Company 6,419,840 Units at a per Unit purchase price of $0.564 (the ?Per Unit Price?), and at the aggregate purchase price of ?3,000,000 (the ?Purchase Price?).

2.1 Closing Date. It is anticipated that the purchase and sale of the Units hereunder shall be consummated at a closing (the ?Closing?) held at the offices of Arnold & Porter LLP, 1600 Tysons Boulevard, Suite 900, McLean, VA 22122 on December 16, 2005, 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?).

2.2 Delivery and Payment. At the Closing, the Company will deliver to the Purchaser a certificate or certificates, registered in the Purchaser?s name, representing the Shares and Warrants to be purchased by the Purchaser at the Closing, against payment of the Purchase Price therefor, by wire transfer per the Company?s instructions.

3. Representations and Warranties of the Company

The Company represents and warrants to the Purchaser that, as of the Closing Date:

3.1 Organization and Standing. The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing (or the local law equivalent) under, and by virtue of, the laws of the jurisdiction of its incorporation. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement, to sell and to issue the Units hereunder, and to issue the shares of Common Stock issuable upon exercise of the Warrants.

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