Emirates exited the Asian Champions League last night as they went down 2-0 to Al Rayyan in Qatar.
The UAE side needed a victory to have any hope of making the last 16 and also needed Zob Ahan to beat Al Shabab.
However, in Iran, Shabab defeated table-topping Zob Ahan 1-0 to secure the vital points they needed to progress from Group D at Emirates' expense. Faisal bin Sultan grabbed the only goal after 57 minutes.
Al Rayyan proved to be a tougher team than their lowly position in the group suggested and started the brighter of the two sides.
They nearly made the breakthrough after 19 minutes when Murad Naji got on the end of a loose ball, but he fired into the side netting.
Emirates slowly found their way into the match in front of a sparse crowd - a far cry from the 6,000-plus fans the Ras al Khaimah club have been drawing to their home games.
A series of corners put the hosts under pressure but the first half finished goalless.
A depleted Emirates side, who were missing three first-team players, went in search of a goal from the start of the second half, and Rayyan resorted to some tough tackling in an attempt to keep them at bay.
Rayyan appealed for a penalty after 62 minutes as the ball ricocheted off defender Hadif Saif Ahmed in the area, but it appeared to come off his chest and the referee waved play on.
At the other end, Karim Kerkar sent a shot over the crossbar from the edge of the penalty box.
Emirates' hopes evaporated as news filtered through of Shabab's goal and Rayyan then took the lead against the visitors.
The home side were a warded a free kick on the right-hand side of the area on 74 minutes and Abdulghafoor Murad rose above the Emirates defenders to nod home.
Emirates kept pushing for an equaliser and were caught short at the back in injury time, when Ahmed Alaaeldin broke through the defence to slot the ball home seconds after coming on as a substitute.
Elsewhere, Kashima Antlers scored two second-half goals to secure a 2-1 win over Sydney FC and maintain their unbeaten progress through the group stage of the Asian Champions League.
Kashima, who had already qualified for last 16, were forced to play at the National Stadium in Tokyo after their own ground was badly damaged in the 9.0-magnitude earthquake and tsunami which ravaged the country in March, stalling the domestic J-League season.
Oswaldo Oliveira, their Brazilian coach, said:"I think we should be appreciated for getting through the group round under severe conditions following the earthquake; the halt of the league, the change of home games, which affected the conditions and feelings of my players."
Yuya Osako swept home a close-range volley on the 64th minute to equalise for the home side, cancelling out Matthew Jurman's first-half header. Takuya Nozawa scored a low 25-yard free kick through the Sydney wall to secure full points in the 84th minute.
"The Champions League has been becoming tougher and tougher every year, but we don't change our goal to achieve the summit," Oliveira said.
"I don't think about the round of 16 especially. Everybody is targeting to become number one."
In the other game in Group H Suwon Bluewings beat Shanghai Shenhua 3-0 with goals from Jong-Jin Park, Tae-Goon Ha and Se-Gye Shin.
A hat-trick from Krunoslav Lovrek helped Jeonbuk Hyundai Motors ease to a 6-0 win over Arema Indonesia at Jeonju World Cup Stadium to ensure that the hosts progressed to the last 16 as Group G winners.
The Croatian scored inside the first minute put the K-League leaders on their way against their Indonesian opponents and from then it was a question of how many the Korea Republic team would score.
Kim Dong-chan added a second shortly after and Jung Sung-hoon made it three before two more from Lovrek and a late strike from Kang sung-jo completed the scoring as Jeonbuk collected a fifth victory in six games.
Japan's Cerezo Osaka also qualified for the knockout stages by beating Shandong Luneng 4-0 and denying the Chinese club a berth in the last 16.
Shandong needed to win to beat Cerezo to second place in Group G, but aside from an opportunity in the opening minute, the reigning Chinese Super League champion was outplayed throughout.
The opening goal came in the 39th minute when Shandong goalkeeper Yang Cheng could only parry a long-range strike into the path of Brazilian striker Rodrigo, who reacted sharply to head the ball into an empty net.
Shandong's victory hopes were all but snuffed out in the first minute of the second half when Hiroshi Kiyotake finished an impressive move by controlling a pass on his chest, stepping inside a defender and then rifling a well-hit shot into the top right corner.
Impressive playmaker Takashi Inui added the third goal in the 73rd, completing a counterattack by squeezing a rebounded shot just inside the left-hand post. Shandong's Cui Peng was sent off soon afterward for an awful challenge, diving in feet-first on an opponent, and he walked off without any argument.
Substitute Shu Karata further punished Shandong in the 81st, as he played a one-two with a teammate and waltzed between two defenders before driving in his shot off the foot of the right post.
* Compiled by The National staff with agencies