AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger (Plan of Merger), dated as of December 29, 2004, by and between O2Diesel Corporation (O2Diesel), a Washington corporation and O2Diesel Delaware Corporation, a wholly-owned Delaware subsidiary of the O2Diesel newly-formed solely for the purpose of reincorporating O2Diesel in the Sate of Delaware (O2Diesel Delaware).

     O2Diesel owns all of the issued and outstanding shares of capital stock of O2Diesel Delaware. In consideration of the mutual promises, covenants and agreements contained herein, O2Diesel and O2Diesel Delaware, intending to be legally bound, hereby agree as set forth below.

A. The Merger.

     1. At the Effective Time (as defined below), O2Diesel Delaware and O2Diesel shall consummate the Merger pursuant to which (i) O2Diesel shall be merged with and into O2Diesel Delaware (the Merger); (ii) O2Diesel Delaware shall be the surviving corporation (the Surviving Corporation); and (iii) O2Diesel Delaware shall continue its corporate existence under the laws of the State of Delaware, and the separate existence and corporate organization of O2Diesel with all its rights privileges, immunities, powers and franchises shall continue unaffected by the Merger. The Merger shall have the effects set forth in the Delaware General Corporation Law (DGCL). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of O2Diesel Delaware and the O2Diesel shall vest in the Surviving Corporation, and all debts, liabilities and duties of O2Diesel Delaware and O2Diesel shall become the debts, liabilities and duties of the Surviving Corporation.
 

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