SETTLEMENT AGREEMENT

This Settlement Agreement, dated as of April 2, 2009 (the “ Agreement ”), is by and among the following parties:

(a)           Wilshire Enterprises, Inc., a Delaware corporation (the “ Company ”); and

(b)           the following parties (each individually a “ Bulldog Investor ” and collectively the “ Bulldog Investors ”):  Full Value Partners L.P., a Delaware limited partnership (“ Full Value ”), Opportunity Partners L.P., an Ohio limited partnership (“ Opportunity Partners ”), Opportunity Income Plus Fund L.P., a Delaware limited partnership (“ Opportunity Income ”), Full Value Offshore Partners L.P., a Cayman Islands exempted limited partnership (“ Offshore ”), Full Value Special Situations Fund L.P., a Delaware limited partnership (“ Special Situations ”), Kimball & Winthrop, Inc., an Ohio corporation and general partner of Opportunity Partners, Full Value Advisors LLC, a New Jersey limited liability company and general partner of Full Value and Offshore, Spar Advisors, LLC, a New York limited liability company and general partner of Opportunity Income, Full Value Special Situations Fund GP LLC, a Delaware limited liability company and general partner of Special Situations, Bulldog Investors, a “doing business as” name for Full Value and Opportunity Partners, Mr. Phillip Goldstein, Mr. Andrew Dakos, Mr. Gerald Hellerman and each Affiliate and Associate of each of the foregoing.

WHEREAS , as of the date of this Agreement, the Bulldog Investors Beneficially Own (as defined below) and have the right to vote, 1,471,893 shares of common stock, $1.00 par value, of the Company (the “ Company Common Stock ”), representing approximately 18.57% of the outstanding Company Common Stock;

WHEREAS , prior to the date hereof the Bulldog Investors filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) soliciting proxies in favor of, among other things, (i) the two individuals, Mr. Andrew Dakos and Mr. Gerald Hellerman, nominated by the Bulldog Investors (the “ Bulldog Nominees ”) for election to the Board of Directors of the Company (the “ Board ”) by the shareholders of the Company (the “ Shareholders ”) and (ii) a proposal that the Shareholders recommend to the Board that it pursue a liquidity event (the “ Bulldog Proposal ”);

WHEREAS , the Company has informed the Bulldog Investors that, subject to the availability to the Company of funds that legally can be used to effect such tender offer and to customary conditions, the Company, or the Company and a third party, shall commence a tender offer, which shall be consummated no earlier than August 19, 2009 and no later than September 4, 2009, for at least 4,000,000 shares of Company Common Stock at a price of $2.00 per share; and

WHEREAS , the Company and the Bulldog Investors have agreed that it is in their mutual interests to enter into this Agreement, pursuant to which, among other things, the Bulldog Investors shall withdraw for consideration at the Annual Meeting initially convened on March 24, 2009 and adjourned until March 30, 2009 and subsequently adjourned until April 20, 2009 (together with any further adjournment or postponement thereof, the “ Annual Meeting ”) their nominations of the Bulldog Nominees for election to the Board and the Bulldog Proposal;

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1.1                                 Defined Terms .  For purposes of this Agreement:

(a)           The term “ Affiliate ” has the meaning set forth in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

(b)           The term “ Associate ” has the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

(c)           “ Beneficial Owner ” and “ Beneficially Own ” have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; provided , however , that for purposes of this Agreement, any option, warrant, right, conversion privilege or arrangement to purchase, acquire or vote Voting Securities, regardless of the time period during, or the time at which, it may be exercised, and regardless of the consideration paid, shall be deemed to give the holder thereof beneficial ownership of the Voting Securities to which it relates.

(d)           “ Economic Owner ” and “ Economically Own ” will have the same meanings as “Beneficial Owner” and “Beneficially Own,” except that a Person will also be deemed to economically own and to be the economic owner of (i) all shares of Company Common Stock that such Person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional and (ii) all shares of Company Common Stock in which the Person has any economic interest, including, without limitation, pursuant to any short positions, profit interests, options, hedging transactions, borrowed or loaned shares, swaps or other derivative security, contract or instruction in any way related to the price of shares of Company Common Stock.

(e)           “ Extraordinary Transaction ” means any merger, consolidation, business combination, tender or exchange offer, restructuring, liquidation, recapitalization, dissolution, or similar transaction involving the Company.

(f)           The term “ Person ” will mean any individual, partnership, corporation, group, syndicate, trust, government or agency, or any other organization, entity or enterprise.

(g)           “ Voting Securities ” means any securities of the Company entitled, or which may be entitled, to vote in the election of directors, or securities convertible into or exercisable or exchangeable for such securities, whether or not subject to passage of time or other contingencies.

Section 1.2                                 Interpretation .  When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 2.1                                 Bulldog Nominees and Proposal Withdrawn .  The Bulldog Investors hereby withdraw (i) their nominations of the Bulldog Nominees for election to the Board at the Annual Meeting and (ii) the Bulldog Proposal.  The Bulldog Investors will promptly notify the SEC that they are withdrawing their definitive proxy statement filed with the SEC on February 20, 2009.  Each Bulldog Investor will take all steps necessary immediately to cease, and to cause each of its respective Affiliates and Associates immediately to cease, all efforts to nominate or elect the Bulldog Nominees or seek the approval of the Bulldog Proposal.  Within two business days of the date of this Agreement, the Bulldog Investors shall file, or cause to be filed on their behalf, with the SEC an amendment to their Schedule 13D with respect to the Company disclosing the material contents of this Agreement, which amendment shall be subject to the prior review and approval of the Company (such approval not to be unreasonably withheld or delayed).  The Company and the Bulldog Investors agree that Mr. Gerald Hellerman shall not be considered an Affiliate or Associate of any other Bulldog Investor.  Mr. Gerald Hellerman expressly disclaims being an Affiliate or Associate of any other Bulldog Investor.

Section 2.2                                 Annual Meeting Date . The Company shall convene the Annual Meeting on April 20, 2009.

Section 2.3                                 Repurchase of Company Common Stock Through an Issuer Tender Offer . Subject to the availability to the Company of funds that legally can be used to effect such tender offer and to customary conditions, including those set forth in Exhibit B hereto (the “ Conditions ”), the Company, a third party or the Company together with a third party, shall commence a tender offer, which, subject to the Conditions, shall be consummated no earlier than August 19, 2009 and no later than September 4, 2009, for at least 4,000,000 shares of Company Common Stock at a price of $2.00 per share.  The Bulldog Investors agree to tender all Voting Securities Beneficially Owned by them in such tender offer.

Section 2.4                                 Voting and Transfer Provisions .  At the Annual Meeting, the Bulldog Investors, together with their Affiliates and Associates, shall take all action necessary, including, without limitation, providing new “white” proxy cards to the Company, to cause all shares of Company Common Stock for which they have the right to vote as of the record date for the Annual Meeting to be present for quorum purposes and to be voted at such meeting and at any adjournments or postponements thereof, (i) in favor of each director nominated and recommended by the Board for election at such meeting and (ii)  in the manner recommended by the Board with respect to each other matter presented at such meeting.  The Bulldog Investors agree not to sell, pledge, dispose of, transfer, lease, license, guarantee or encumber, or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumbrance of, or grant or otherwise transfer any proxy or other voting rights (other than to the Company) with respect to, the Voting Securities Beneficially Owned by the Bulldog Investors as of the date hereof prior to the date of the completion of the tender offer; provided , however , that the Bulldog Investors may sell Voting Securities Beneficially Owned by them on the open market (with no block trades of more than 1% of the outstanding shares to any one person or group) to the extent such sales are required under the terms of the governing documents of any Bulldog Investor relating to redemptions requested by investors in the funds managed by any Bulldog Investor.  The Bulldog Investors further agree not to vote or use or cause to be voted or used at the Annual Meeting any proxies received by the Bulldog Investors as a result of any contract, arrangement understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company, including, without limitation, any proxies received as a result of the Bulldog Investors’ proxy solicitation.

Section 2.5                                 Irrevocable Proxies .  In order to secure the performance of each of the Bulldog Investors’ obligations under this Agreement, each Bulldog Investor hereby irrevocably grants a proxy appointing such persons as the Company designates as such Bulldog Investor’s attorney-in-fact and proxy, with full power of substitution, for and in its or his name, place and stead, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by and in accordance with this Agreement, in such person’s discretion, with respect to the Voting Securities Beneficially Owned by such Bulldog Investor.  Each Bulldog Investor hereby represents that any proxies heretofore given in respect of the Voting Securities Beneficially Owned by such Bulldog Investor are not irrevocable and that any such proxies are hereby revoked.  Each Bulldog Investor hereby affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked.  Each Bulldog Investor hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof.  THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 2.5 IS IRREVOCABLE AND COUPLED WITH AN INTEREST.

Section 2.6                                 Publicity .  The Company shall announce this Agreement and the material terms hereof by means of a press release as soon as practicable on or after the date hereof, which press release shall be subject to the prior review and approval of the Bulldog Investors (such approval not to be unreasonably withheld or delayed).  Except as set forth in this Agreement, neither the Company nor the Bulldog Investors shall make any public announcement or statement concerning this Agreement or public comment on this Agreement; provided , however , that any party may make such announcement, statement or comment concerning this Agreement as is required by law, including, without limitation, any filing required by applicable rules or regulations of the SEC, or the rules of any stock exchange; provided , further , that the Company may respond to shareholder, analyst and media inquiries regarding the terms of the Agreement.

Section 2.7                                 Mutual Releases .  Promptly after the execution of this Agreement, the Company and the Bulldog Investors shall provide mutual releases in the forms annexed hereto as Exhibit A .  The Company and the Bulldog Investors further agree to take all action necessary to promptly dismiss with prejudice all pending litigation between the parties, including, but not limited to, the litigation currently pending in the Superior Court of New Jersey.

Section 2.8                                 Expenses .  Within fifteen business days from the date of this Agreement, the Company shall pay the Bulldog Investors an amount equal to $25,000 as reimbursement for expenses incurred in connection with their proxy solicitation, and the Bulldog Investors hereby agree that such payment shall be in full satisfaction of any claims or rights they may have as of the date here