Exhibit 10.3
                             OFFICE LEASE AGREEMENT

SHORT  FORM  LEASE

     THIS  OFFICE  LEASE  AGREEMENT (the "LEASE") is made and entered into as of
the 29 day of January 2004, by and between CT-STAMFORD ATLANTIC FORUM, L.L.C., A
DELAWARE  LIMITED  LIABILITY COMPANY ("LANDLORD") and CLEAN DIESEL TECHNOLOGIES,
INC.,  A  DELAWARE  CORPORATION ("TENANT"). Pursuant to the terms of this Lease,
Landlord agrees to lease the Premises (hereinafter defined) to Tenant and Tenant
agrees  to  lease  the Premises from Landlord.  The Lease includes the following
exhibits  and attachments: EXHIBIT A (Outline and Location of Premises), EXHIBIT
B  (Expenses  and Taxes), EXHIBIT C (Work Letter), EXHIBIT D (Building Rules and
Regulations),  EXHIBIT  E  (Additional  Provisions)  and  EXHIBIT F (Outline and
Location  of  Temporary  Space).

1.   BASIC LEASE INFORMATION

     1.01  "BUILDING"  shall  mean  the building located at 300 Atlantic Street,
Stamford,  Connecticut  06901, commonly known as 300 Atlantic Street.  "RENTABLE
SQUARE  FOOTAGE OF THE BUILDING" is deemed to be 272,458 square feet. "PROPERTY"
shall  mean  the  Building  and  the  parcel(s)  of land on which it is located.
"COMMON  AREAS"  shall  mean  the  portion of the Building and Property that are
designated  by  Landlord  for  the  common  use  of  tenants  and  others.

     1.02  "PREMISES" shall mean the area shown on EXHIBIT A to this Lease.  The
Premises  are  located  on  the  7th  floor  and  known as suite number 702. The
"RENTABLE  SQUARE  FOOTAGE  OF  THE PREMISES" is deemed to be 3,928 square feet.

     1.03  "BASE  RENT":

------------------------     ----------------------------     ------------------
PERIOD OR MONTHS OF TERM     ANNUAL RATE PER SQUARE FOOT      MONTHLY BASE RENT
------------------------     ----------------------------     ------------------
   04/01/04 - 03/31/09                 $ 29.50                   $ 9,656.33
------------------------     ----------------------------     ------------------

     1.04  "TENANT'S  PRO  RATA  SHARE":  1.4417%. Tenant shall pay Tenant's Pro
Rata  Share  of  Taxes  and  Expenses  in  accordance  EXHIBIT  B  of this Lease

     1.05  "BASE  YEAR"  for Taxes (as defined in EXHIBIT B):  2004; "BASE YEAR"
for  Expenses(as  defined  in  EXHIBIT  B:  2004.

     1.06  "TERM":  A period of 60 months.  Subject to Section 2, the Term shall
commence on April 1, 2004 (the "COMMENCEMENT DATE") and, unless terminated early
in  accordance  with this Lease, end on March 31, 2009 (the "TERMINATION DATE").

     1.07  "SECURITY  DEPOSIT":  $19,967.00.

     1.08  "BROKER":  None.

     1.09  "PERMITTED  USE":  general  office  use.


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     1.10  "NOTICE  ADDRESSES":

          Landlord:                           Tenant:
          CT-Stamford Atlantic Forum, L.L.C.  ____________________________
          c/o Equity Office                   ____________________________
          One Canterbury Green                ____________________________
          Stamford, Connecticut 06901         ____________________________
          Attention:  Property Manager        ____________________________

          A  copy of any notices to Landlord shall be sent to Equity Office, Two
          North  Riverside Plaza, Suite 2100, Chicago, IL, 60606, Attn: New York
          General  Counsel

     1.11  "LANDLORD  WORK" means the work that Landlord is obligated to perform
in  the Premises pursuant to a separate work letter agreement (the "WORK LETTER,
")  attached  to  this  Lease  as  EXHIBIT  C.

     1.12  Notwithstanding  anything  to  the contrary contained in Article 6 of
this Lease, all electricity consumed by Tenant in the Premises shall be paid for
by Tenant as Additional Rent in accordance with the terms of this Lease.  During
each  calendar  year,  or portion thereof, falling within the Term, Tenant shall
pay  to  Landlord  a Premises Electric Charge (hereinafter defined) of $1.75 per
square  foot  per  annum (i.e. assuming 3,928 square feet, the Premises Electric
Charge  would  be $572.83 per month/$6,874.00 per annum).  The Premises Electric
Charge  may  be  adjusted  from  time to time as provided hereinafter, provided,
however that in no event shall the Premises Electric Charge be reduced below the
annual per square foot amount stated above.  For the purposes of this Lease, the
term "PREMISES ELECTRIC CHARGE" shall mean the amount determined by applying the
estimated  connected  electrical  load  and  usage  thereof  in the Premises (as
initially  estimated  by  Landlord  or  thereafter  determined by the electrical
consultant)  to  the  rate  charged  for  such  load  and  usage  in the service
classification  in  effect  from  time  to  time pursuant to which Landlord then
purchased  electric current for the entire Building.  If the cost to Landlord of
electricity  shall  have  been,  or  shall  be,  increased  subsequent  to  the
Commencement Date (whether by change in Landlord's electric rates, charges, fuel
adjustment,  or  service  classification,  or  by  taxes  or charges of any kind
imposed  thereon,  or  for  any  other  such reason), then the Premises Electric
Charge  shall  be  increased  in  the  same  percentage.  Landlord's  electrical
consultant  may  from  time to time conduct surveys in the Premises covering the
electrical  equipment  and  fixtures and use of current therein, and, based upon
such  surveys,  may  adjust the Premises Electric Charge.  Electrical service to
the  Premises  may  be  furnished  by one or more companies providing electrical
generation,  transmission and distribution services, and the cost of electricity
may  consist  of  several  different  components  or  separate  charges for such
services,  such as generation, distribution and stranded cost charges.  Landlord
shall  have  the  exclusive  right  to  select  any company providing electrical
service  to  the  Premises, to aggregate the electrical service for the Property
and  Premises  with  other  buildings,  to purchase electricity through a broker
and/or  buyers  group  and  to  change  the  providers  and manner of purchasing
electricity.  Landlord  shall be entitled to receive a fee (if permitted by Law)
for the selection of utility companies and the negotiation and administration of
contracts for electricity, provided that the amount of such fee shall not exceed
50%  of  any  savings  obtained  by  Landlord.

2.   ADJUSTMENT OF COMMENCEMENT DATE; POSSESSION.

     2.01  Landlord  is  required  to  perform  Landlord  Work  prior  to  the
Commencement  Date  and therefore: (a) the date set forth in Section 1.06 as the
Commencement  Date  shall  instead be defined as the "TARGET COMMENCEMENT DATE";
(b) the actual Commencement Date shall be the date on which the Landlord Work is
substantially  complete,  as  reasonably  determined  by  Landlord;  and (c) the
Termination  Date  will be the last day of the Term as determined based upon the
actual  Commencement Date. If the Termination Date does not fall on the last day
of  a  calendar  month,  Landlord and Tenant may elect to adjust the Termination
Date  to  the last day of the calendar month in which Termination Date occurs by
the  mutual  execution  of  a  commencement  letter agreement setting forth such
adjusted date. Landlord's failure to substantially complete the Landlord Work by
the  Target  Commencement  Date  shall not be a default by Landlord or otherwise
render Landlord liable for damages. If Landlord is delayed in the performance of
the  Landlord  Work  as  a result of the acts or omissions of Tenant, the Tenant
Related  Parties  (defined  in  Section  12)  or their respective contractors or
vendors,  including, without limitation, changes requested by Tenant to approved
plans,  Tenant's failure to comply with any of its obligations under this Lease,
or  the  specification  of  any  materials  or equipment with long lead times (a
"TENANT  DELAY"), the Landlord Work shall be deemed to be Substantially Complete
on  the  date that Landlord could reasonably have been expected to Substantially
Complete  the  Landlord  Work  absent  any  Tenant  Delay.

     2.02  The  Premises  are  accepted  by  Tenant  in  "as  is"  condition and
configuration  without  any  representations or warranties by Landlord. Landlord
shall not be liable for any failure to deliver possession of the Premises or any
other  space  due  to  the  holdover or unlawful possession of such space by any
party.  In  such  event, the commencement date for such space shall be postponed
until  the date Landlord delivers possession of the Premises to Tenant free from
occupancy  by  any  party.

3.     RENT.  Tenant  shall  pay  Landlord,  without any setoff or deduction all
Base  Rent  and  Additional  Rent  due for the Term (collectively referred to as
"RENT").  "ADDITIONAL  RENT" means all sums (exclusive of Base Rent) that Tenant
is required to pay Landlord under this Lease. Tenant shall pay and be liable for
all  rental,  sales  and use taxes (but excluding income taxes), if any, imposed
upon or measured by Rent.  Base Rent and recurring monthly charges of Additional
Rent shall be due and payable in advance on the first day of each calendar month
without  notice  or demand.  All other items of Rent shall be due and payable by
Tenant  on  or  before  30  days  after  billing  by  Landlord provided that the
installment  of  Base Rent and Additional Rent for the first full calendar month
of  the  Term shall be payable upon the execution of this Lease by Tenant.  Rent
shall be made payable to the entity and sent to the address Landlord designates.
Tenant  shall  pay  Landlord  an  administration fee equal to 5% of all past due
Rent.  In  addition,  past due Rent shall accrue interest at 12% per annum. Rent
for  any  partial  month  during  the  Term shall be prorated. No endorsement or
statement  on  a  check  or  letter  accompanying payment shall be considered an
accord  and satisfaction.  Tenant's covenant to pay Rent is independent of every
other  covenant  in  this  Lease.

4.     COMPLIANCE  WITH LAWS; USE.  The Premises shall be used for the Permitted
Use  and  for  no  other  use whatsoever. Tenant shall comply with all statutes,
codes,  ordinances,  orders,  rules  and  regulations  of  any  municipal


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or  governmental  entity  ("LAWS"), regarding the operation of Tenant's business
and  the  use,  condition,  configuration and occupancy of the Premises.  Tenant
shall  comply with the rules and regulations of the Building attached as Exhibit
D  and such other reasonable rules and regulations adopted by Landlord from time
to  time.

5.     SECURITY  DEPOSIT.  The  Security  Deposit shall be delivered to Landlord
upon  the  execution  of  this  Lease  by  Tenant  and  held by Landlord without
liability  for interest (unless required by Law) as security for the performance
of Tenant's obligations.  The Security Deposit is not an advance payment of Rent
or  a  measure  of  damages.  Landlord  may use all or a portion of the Security
Deposit  to satisfy past due Rent or to cure any Default (defined in Section 17)
by  Tenant.  If  Landlord uses any portion of the Security Deposit, Tenant shall
on  demand  restore  the Security Deposit to its original amount. Landlord shall
return  any  unapplied  portion of the Security Deposit to Tenant within 45 days
after  the  later  to  occur  of:  (a)  determination of the final Rent due from
Tenant;  or  (b)  the  later to occur of the Termination Date or the date Tenant
surrenders  the  Premises  to  Landlord  in compliance with Section 24. Landlord
shall  not  be  required  to  keep  the Security Deposit separate from its other
accounts.

6.     BUILDING  SERVICES.  Landlord  shall  furnish  Tenant  with the following
services:  (a)  water  service  for  use  in  the  base building lavatories; (b)
customary  heat  and air conditioning in season during standard Building service
hours.  Tenant  shall  have the right to receive HVAC service during hours other
than  standard  service  hours  by  paying  Landlord's  then standard charge for
additional  HVAC  service  and  providing  such  reasonable  prior  notice as is
specified  by  Landlord; (c) standard janitor service; (d) Elevator service; (e)
Such  security  and  monitoring  systems  as  Landlord  may  reasonably  impose,
including  initially,  sign-in  procedures  and  presentation  of identification
cards; and (f) Electricity.  Electricity used by Tenant in the Premises shall be
paid  for by Tenant by a separate charge payable by Tenant to Landlord. Tenant's
use  of electrical service shall not exceed the standard usage for the Building.
Landlord's  failure to furnish, or any interruption, diminishment or termination
of,  services  due to the application of Laws, the failure of any equipment, the
performance  of  repairs,  improvements or alterations, utility interruptions or
the occurrence of an event of Force Majeure (defined in Section 25.03) shall not
render  Landlord liable to Tenant, constitute a constructive eviction of Tenant,
give  rise  to  an  abatement of Rent, nor relieve Tenant from the obligation to
fulfill  any  covenant  or  agreement.

7.     LEASEHOLD  IMPROVEMENTS.  All  improvements  in  and  to in the Premises,
including  any Alterations (COLLECTIVELY, "LEASEHOLD IMPROVEMENTS") shall remain
upon  the  Premises  at  the  end  of  the  Term without compensation to Tenant.
Landlord,  however,  by  written  notice to Tenant at least 30 days prior to the
Termination  Date, may require Tenant, at its expense, to remove any electronic,
phone  and  data cabling and related equipment (collectively, "CABLE") installed
by  or  for  the benefit of Tenant and any Landlord Work or Alterations that, in
Landlord's  reasonable judgment, are not standard office improvements and are of
a  nature  that  would  require  material removal and repair costs (collectively
referred  to  as  "REQUIRED  REMOVABLES").

8.   REPAIRS AND ALTERATIONS.

     8.01  Tenant  shall  periodically  inspect  the  Premises  to  identify any
conditions  that  are  dangerous  or  in need of maintenance or repair and shall
promptly  provide  Landlord with notice of any such conditions. Tenant shall, at
its  sole  cost and expense, promptly perform all maintenance and repairs to the
Premises  that  are  not Landlord's express responsibility under this Lease, and
shall  keep  the Premises in good condition and repair, reasonable wear and tear
excepted.  If  Tenant fails to make any repairs to the Premises for more than 15
days  after  notice  from  Landlord (although notice shall not be required in an
emergency),  Landlord  may make the repairs, and Tenant shall pay the reasonable
cost  of  the repairs, together with an administrative charge in an amount equal
to  10%  of  the cost of the repairs. Landlord shall perform all maintenance and
repairs  upon  the:  (a)  structural  elements  of the Building; (b) mechanical,
electrical,  plumbing  and  fire/life  safety  systems  serving  the Building in
general; (c) Common Areas; (d) roof of the Building; (e) exterior windows of the
Building;  and  (f)  elevators  serving  the  Building.

     8.02  Tenant shall not make alterations, repairs, additions or improvements
or  install  any Cable (collectively referred to as "ALTERATIONS") without first
obtaining  the written consent of Landlord in each instance, which consent shall
not  be  unreasonably  withheld. In order to obtain such approvals, Tenant shall
furnish  Landlord with plans and specifications; names of contractors acceptable
to  Landlord;  required  permits  and  approvals;  evidence  of contractor's and
subcontractor's  insurance in amounts reasonably required by Landlord and naming
Landlord  as  an additional insured; and any security for performance in amounts
reasonably  required  by Landlord.  Tenant shall reimburse Landlord for any sums
paid  by Landlord for third party examination of Tenant's plans for Alterations.
In  addition,  Tenant  shall  pay  Landlord  a  fee for Landlord's oversight and
coordination  of  any  Alterations  equal to 10% of the cost of the Alterations.
Upon  completion,  Tenant  shall  furnish  "as-built"  plans  for  Alterations,
completion  affidavits  and  full  and  final  waivers  of  lien.

9.     ENTRY  BY  LANDLORD.  Landlord  may  enter  the  Premises  to inspect the
Premises,  to clean and make repairs, alterations or additions and to perform or
facilitate  maintenance, repairs, alterations or additions to any portion of the
Building  and  to  show  the  Premises  during  the one year period prior to the
Termination  Date  (as such Termination Date may be extended if Tenant exercises
the  Renewal  Option defined in Exhibit E).  Except in emergencies or to provide
Building  services,  Landlord  shall provide Tenant with reasonable prior verbal
notice  of entry. Entry by Landlord shall not constitute a constructive eviction
or  entitle  Tenant  to  an  abatement  or  reduction  of  Rent.

10.     ASSIGNMENT  AND SUBLETTING.  Tenant shall not assign, sublease, transfer
or  encumber  any  interest  in  this  Lease or allow any third party to use any
portion of the Premises (collectively or individually, a "TRANSFER") without the
prior  written  consent  of  Landlord,  which  consent shall not be unreasonably
withheld  if  Landlord  does  not  exercise its recapture rights.  Any attempted
Transfer  in  violation  of  this  Article shall, at Landlord's option, be void.
Within  15  Business  Days  after  receipt  of  executed  copies of the transfer
documentation and such other information as Landlord may request, Landlord shall
either:  (a)  consent  to  the Transfer by execution of a consent agreement in a
form  reasonably  designated by Landlord; (b) refuse to consent to the Transfer;
or  (c)  recapture  the  portion  of  the  Premises  that Tenant is proposing to
Transfer.  If  Landlord  exercises  its  right  to  recapture,  the  Lease shall
automatically  be  amended  to  delete  the  applicable  portion of the Premises
effective  on the proposed effective date of the Transfer. In no event shall any
Transfer release or relieve Tenant from any obligation under this Lease.  Tenant
shall  pay  Landlord  a  review  fee  of  $1,500.00 for Landlord's review of any
requested  Transfer.  Tenant  shall


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pay  Landlord  as  Additional Rent 50% of all rent and other consideration which
Tenant  receives as a result of a Transfer that is in excess of the Rent payable
to Landlord for the portion of the Premises and Term covered by the Transfer. If
Tenant  is  in  Default, Landlord may require that all sublease payments be made
directly  to  Landlord, in which case Tenant shall receive a credit against Rent
in  the  amount  of  Tenant's  share  of  payments  received  by  Landlord.

11.     LIENS.  Tenant  shall  not permit mechanic's or other liens to be placed
upon the Property or Premises in connection with any work purportedly done by or
for  the  benefit  of Tenant or its transferees. Tenant shall, within 10 days of
notice  from  Landlord, fully discharge any lien by settlement, by bonding or by
insuring  over  the lien in the manner prescribed by Law.  If Tenant fails to do
so,  Landlord  may  bond,  insure  over or otherwise discharge the lien.  Tenant
shall  reimburse  Landlord  for  any amount paid by Landlord, including, without
limitation,  reasonable  attorneys'  fees.

12.     INDEMNITY AND WAIVER OF CLAIMS.  Tenant hereby waives all claims against
and  releases  Landlord  and  its  trustees, members, principals, beneficiaries,
partners,  officers,  directors, employees, Mortgagees and agents (the "LANDLORD
RELATED  PARTIES") from all claims for any injury to or death of persons, damage
to  property or business loss in any manner related to (a) acts of God, (b) acts
of  third  parties, (c) the bursting or leaking of any tank, water closet, drain
or other pipe; (d) the inadequacy or failure of any security services, personnel
or  equipment.  or (e) any matter outside of the reasonable control of Landlord.
Notwithstanding the foregoing, except as provided in Section 14 to the contrary,
Tenant  shall  not  be required to waive any claims against Landlord (other than
for  loss  or  damage  to Tenant's business) where such loss or damage is due to
Landlord's negligence or willful misconduct.  Except to the extent caused by the
negligence  or  willful  misconduct of Landlord or any Landlord Related Parties,
Tenant  shall  indemnify,  defend and hold Landlord and Landlord Related Parties
harmless  against  and  from  all  liabilities, obligations, damages, penalties,
claims,  actions,  costs,  charges  and expenses, including, without limitation,
reasonable  attorneys'  fees  and  other professional fees (if and to the extent
permitted  by  Law),  which may be imposed upon, incurred by or asserted against
Landlord  or  any of the Landlord Related Parties by any third party and arising
out  of  or in connection with any damage or injury occurring in the Premises or
any  acts  or  omissions  (including  violations  of  Law) of Tenant, the Tenant
Related Parties or any of Tenant's transferees, contractors or licensees.

13.     INSURANCE.  Tenant  shall  maintain  the  following insurance ("TENANT'S
INSURANCE"):  (a)  Commercial  General  Liability  Insurance  applicable  to the
Premises  and  its  appurtenances  providing,  on an occurrence basis, a minimum
combined  single  limit  of  $2,000,000.00;  (b)  Property/Business Interruption
Insurance written on an All Risk or Special Perils form, with coverage for broad
form  water  damage  including earthquake sprinkler leakage, at replacement cost
value  and with a replacement cost endorsement covering all of Tenant's business
and  trade  fixtures,  equipment, movable partitions, furniture, merchandise and
other  personal  property  within  the  Premises  ("TENANT'S  PROPERTY") and any
Leasehold  Improvements  performed by or for the benefit of Tenant; (c) Workers'
Compensation  Insurance  as required by Law and in amounts as may be required by
applicable  statute  and  Employers Liability Coverage of at least $1,000,000.00
per  occurrence.  Any company writing Tenant's Insurance shall have an A.M. Best
rating  of  not  less  than  A-VIII.  All Commercial General Liability Insurance
policies  shall  name  Landlord  (or its successors and assignees), the managing
agent  for  the Building (or any successor), Equity Office Properties Trust, EOP
Operating  Limited  Partnership  and  their  respective  members,  principals,
beneficiaries,  partners,  officers, directors, employees, and agents, and other
designees of Landlord and its successors as the interest of such designees shall
appear, as additional insureds. All policies of Tenant's Insurance shall contain
endorsements  that the insurer(s) shall give Landlord and its designees at least
30  days'  advance  written  notice  of  any cancellation, termination, material
change  or lapse of insurance.  Tenant shall provide Landlord with a certificate
of  insurance evidencing Tenant's Insurance prior to the earlier to occur of the
Commencement  Date  or  the  date  Tenant  is  provided  with  possession of the
Premises, and thereafter as necessary to assure that Landlord always has current
certificates  evidencing  Tenant's  Insurance.

14.     SUBROGATION.  Landlord  and  Tenant  hereby  waive and shall cause their
respective  insurance  carriers to waive any and all rights of recovery, claims,
actions  or  causes  of  action  against  the  other for any loss or damage with
respect  to  Tenant's  Property,  Leasehold  Improvements,  the  Building,  the
Premises,  or any contents thereof, including rights, claims, actions and causes
of  action based on negligence, which loss or damage is (or would have been, had
the insurance required by this Lease been carried) covered by insurance.

15.     CASUALTY  DAMAGE.  Landlord,  by  notice to Tenant within 60 days of the
date  of  the  fire  or  other  casualty (a "CASUALTY"), shall have the right to
terminate this Lease if all or any part of the Premises is damaged to the extent
that  it  cannot  reasonably  be  repaired within 120 days after the date of the
Casualty.  If  this  Lease  is  not  terminated,  Landlord  shall  promptly  and
diligently, restore the Premises. Such restoration shall be to substantially the
same  condition  that  existed  prior  to the Casualty, except for modifications
required  by Law. Upon notice from Landlord, Tenant shall assign to Landlord (or
to  any party designated by Landlord) all property insurance proceeds payable to
Tenant  under  Tenant's  Insurance  with  respect  to any Leasehold Improvements
performed  by  or  for  the benefit of Tenant; provided if the estimated cost to
repair  such  Leasehold  Improvements  exceeds  the amount of insurance proceeds
received  by  Landlord  from Tenant's insurance carrier, the excess cost of such
repairs  shall be paid by Tenant to Landlord prior to Landlord's commencement of
repairs.  Within  15  days  of  demand,  Tenant  shall also pay Landlord for any
additional  excess  costs  that  are  determined  during  the performance of the
repairs. Landlord shall not be liable for any inconvenience to Tenant, or injury
to  Tenant's  business  resulting  in  any  way  from the Casualty or the repair
thereof.  Provided that Tenant is not in Default, during any period of time that
all  or  a material portion of the Premises is rendered untenantable as a result
of  a  Casualty,  the  Rent  shall abate for the portion of the Premises that is
untenantable  and  not  used  by  Tenant.

16.     CONDEMNATION.  Either  party  may  terminate  this Lease if any material
part  of  the  Premises is taken or condemned for any public or quasi-public use
under  Law,  by eminent domain or private purchase in lieu thereof (a "TAKING").
Landlord  shall also have the right to terminate this Lease if there is a Taking
of  any  portion of the Building or Property which would have a material adverse
effect  on  Landlord's  ability  to  profitably  operate  the


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remainder  of  the Building.  The terminating party shall provide written notice
of  termination to the other party within 45 days after it first receives notice
of  the  Taking.  The  termination  shall  be effective on the date the physical
taking occurs. All compensation awarded for a Taking, or sale proceeds, shall be
the  property  of  Landlord.

17.     EVENTS  OF  DEFAULT.  Each  of  the  following  occurrences  shall  be
considered  to  be  a "DEFAULT": (a) Tenant's failure to pay any portion of Rent
when  due,  if  the failure continues for 3 days after written notice to Tenant,
which  notice  shall  be  in  satisfaction  of,  and  not in addition to, notice
required  by  Law  ("MONETARY  DEFAULT");  or (b) Tenant's failure (other than a
Monetary  Default)  to comply with any term, provision, condition or covenant of
this  Lease,  if the failure is not cured within 10 days after written notice to
Tenant, which notice shall be in satisfaction of, and not in addition to, notice
required  by  Law,  provided,  however,  if  Tenant's  failure  to comply cannot
reasonably be cured within 10 days, Tenant shall be allowed additional time (not
to  exceed  60  days)  as is reasonably necessary to cure the failure so long as
Tenant  commences  to cure within 10 days and Tenant diligently pursues the cure
to  completion.

18.  REMEDIES.

     18.01  Upon  Default, Landlord shall have the right to terminate this Lease
or  Tenant's  right  to  possession,  in  which  case  Tenant  shall immediately
surrender  the Premises to Landlord.  If Tenant fails to surrender the Premises,
Landlord  may,  in  compliance  with  Law, enter upon and take possession of the
Premises.  Tenant  shall  pay  Landlord,  on demand, all past due Rent and other
losses  and damages Landlord suffers as a result of Tenant's Default, including,
without  limitation,  all  Costs of Reletting (defined below) and any deficiency
that  may  arise from reletting or the failure to relet the Premises.  "COSTS OF
RELETTING"  shall  include  all  costs  and  expenses  incurred  by  Landlord in
reletting  or  attempting  to relet the Premises, including, without limitation,
reasonable  legal  fees,  brokerage commissions, the cost of alterations and the
value  of  other concessions or allowances granted to a new tenant. Landlord may
collect  and  receive  all  rents  and other income from the reletting. Landlord
shall  not  be responsible or liable for the failure to relet all or any part of
the  Premises  or  for  the  failure  to  collect  any  rent.

     18.02  In  lieu of calculating damages under Sections 18.01 above, Landlord
may elect to receive as damages the sum of (a) all Rent accrued through the date
of  termination of this Lease or Tenant's right to possession, and (b) an amount
equal  to  the  total  Rent  that Tenant would have been required to pay for the
remainder  of  the Term discounted to present value, minus the then present fair
rental  value  of  the  Premises  for  the  remainder  of  the  Term,  similarly
discounted,  after deducting all anticipated Costs of Reletting. If Tenant is in
Default  of  any of its non-monetary obligations under the Lease, Landlord shall
have the right to perform such obligations.  Tenant shall reimburse Landlord for
the  cost of such performance upon demand together with an administrative charge
equal  to 10% of the cost of the work performed by Landlord. The repossession or
re-entering  of  all or any part of the Premises shall not relieve Tenant of its
liabilities  and  obligations  under  the Lease.  No right or remedy of Landlord
shall  be exclusive of any other right or remedy. Each right and remedy shall be
non-exclusive,  cumulative  and in addition to any other right and remedy now or
subsequently  available  to  Landlord  at  Law  or  in  equity.

19.  LIMITATION OF LIABILITY.

     THE  LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED
TO THE LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROPERTY, OR (B) THE EQUITY
INTEREST  LANDLORD WOULD HAVE IN THE PROPERTY IF THE PROPERTY WERE ENCUMBERED BY
THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 70% OF THE VALUE OF THE PROPERTY PLUS THE
AMOUNTOF  THE  SECURITY  DEPOSIT  HELD BY LANDLORD.  TENANT SHALL LOOK SOLELY TO
LANDLORD'S  INTEREST  IN  THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST  LANDLORD  OR  ANY  LANDLORD  RELATED  PARTY.  NEITHER  LANDLORD NOR ANY
LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY
AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT
FOR  ANY  LOST  PROFIT,  DAMAGE  TO  OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL,
INDIRECT  OR CONSEQUENTIAL DAMAGE.  BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY
LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S) (DEFINED IN SECTION 22
BELOW)  WHOM  TENANT  HAS  BEEN  NOTIFIED  HOLD MORTGAGES (DEFINED IN SECTION 22
BELOW),  NOTICE  AND  REASONABLE  TIME  TO  CURE  THE  ALLEGED  DEFAULT.

20.     RELOCATION.  Landlord,  at its expense, at any time before or during the
Term,  may  relocate  Tenant from the Premises to space of reasonably comparable
size  and  utility  ("RELOCATION SPACE") within the Building upon 60 days' prior
written notice to Tenant.  From and after the date of the relocation, "Premises"
shall  refer  to  the  Relocation Space into which Tenant has been moved and the
Base  Rent  and  Tenant's Pro Rata Share shall be adjusted based on the rentable
square  footage  of  the  Relocation  Space.

21.     HOLDING  OVER.  If  Tenant  fails  to  surrender  all or any part of the
Premises  at  the  termination  of  this  Lease, occupancy of the Premises after
termination  shall be that of a tenancy at sufferance.  Tenant's occupancy shall
be subject to all the terms and provisions of this Lease and Tenant shall pay an
amount  (on  a  per  month basis without reduction for partial months during the
holdover)  equal to 150% of the sum of the Base Rent and Additional Rent due for
the period immediately preceding the holdover.  No holdover by Tenant or payment
by  Tenant  after the termination of this Lease shall be construed to extend the
Term  or  prevent Landlord from immediate recovery of possession of the Premises
by  summary  proceedings  or  otherwise.


<PAGE>
22.     SUBORDINATION  TO  MORTGAGES; ESTOPPEL CERTIFICATE.  Tenant accepts this
Lease  subject  and  subordinate  to  any  mortgage(s), deed(s) of trust, ground
lease(s)  or  other  lien(s)  now or subsequently arising upon the Premises, the
Building  or  the  Property,  and  to  renewals, modifications, refinancings and
extensions thereof (collectively referred to as a "MORTGAGE"). This clause shall
be  self-operative,  but  upon  request  from  the  holder  of  a  Mortgage  (a
"MORTGAGEE"),  Tenant  shall  execute  a  commercially  reasonable subordination
agreement.  As  an  alternative, a Mortgagee shall have the right at any time to
subordinate  its  Mortgage  to  this Lease.  Upon request, Tenant shall, without
charge,  attorn  to  any  successor  to Landlord's interest in the Lease. Tenant
shall,  within 10 days after receipt of a written request from Landlord, execute
and  deliver  a commercially reasonable estoppel certificate to those parties as
are  reasonably  requested  by  Landlord.

23.     NOTICE.  All demands, approvals, consents or notices shall be in writing
and  delivered  by  hand  or  sent  by  registered or certified mail with return
receipt  requested,  or  sent  by  overnight  or same day courier service at the
party's respective Notice Address(es) set forth in Section 1.  Each notice shall
be  deemed  to  have been received on the earlier to occur of actual delivery or
the date on which delivery is refused, or, if Tenant has vacated the Premises or
any  other  Notice  Address without providing a new Notice Address, 3 days after
notice  is  deposited  in  the U.S. mail or with a courier service in the manner
described  above.  Either  party  may,  at  any  time, change its Notice Address
(other  than  to  a  post  office box address) by giving the other party written
notice  of  the  new  address.

24.     SURRENDER  OF  PREMISES.  At  the  termination of this Lease or Tenant's
right  of  possession,  Tenant shall remove Tenant's Property and any designated
Required  Removables  from  the Premises, and quit and surrender the Premises to
Landlord,  broom  clean,  and in good order, condition and repair, ordinary wear
and tear and damage which Landlord is obligated to repair hereunder excepted. If
Tenant fails to remove any of Tenant's Property within 2 days after termination,
Landlord,  at  Tenant's  sole  cost and expense, shall be entitled to remove and
store  Tenant's  Property.  Landlord  shall  not  be  responsible for the value,
preservation  or  safekeeping  of Tenant's Property.  Tenant shall pay Landlord,
upon  demand,  the  expenses  and  storage  charges incurred. If Tenant fails to
remove  Tenant's  Property  from  the  Premises  or storage within 30 days after
notice,  Landlord  may deem all or any part of Tenant's Property to be abandoned
and title to Tenant's Property shall vest in Landlord. If Tenant fails to remove
any  of  the  designated  Required Removables by the Termination Date or perform
related  repairs  in a timely manner, Landlord may perform such work at Tenant's
expense.

25.  MISCELLANEOUS.

     25.01  If either party institutes a suit against the other for violation of
or  to  enforce  any  covenant,  term or condition of this Lease, the prevailing
party  shall  be  entitled  to all of its costs and expenses, including, without
limitation,  reasonable  attorneys'  fees.  Landlord and Tenant hereby waive any
right  to  trial  by  jury  in any proceeding based upon a breach of this Lease.
Either  party's failure to declare a default immediately upon its occurrence, or
delay  in  taking  action  for  a  default  shall not constitute a waiver of the
default,  nor  shall  it  constitute  an  estoppel.

     25.02  Whenever  a period of time is prescribed for the taking of an action
by  Landlord or Tenant (other than the payment of the Security Deposit or Rent),
the  period  of time for the performance of such action shall be extended by the
number  of days that the performance is actually delayed due to strikes, acts of
God,  shortages  of  labor or materials, war, terrorist acts, civil disturbances
and  other  causes beyond the reasonable control of the performing party ("FORCE
MAJEURE").  Force  Majeure shall not include financial difficulties of the party
required  to  perform.

     25.03  Landlord shall have the right to transfer and assign, in whole or in
part,  all  of  its  ownership interest, rights and obligations in the Building,
Property  or  Lease,  including the Security Deposit, and upon transfer Landlord
shall  be  released from any further obligations hereunder, and Tenant agrees to
look solely to the successor in interest of Landlord for the performance of such
obligations  and  the  return  of any Security Deposit.  Such party shall assume
Landlord's  obligations  under  the  Lease  including, without limitation, those
obligations  regarding  the  Security  Deposit.

     25.04  Landlord  has  delivered a copy of this Lease to Tenant for Tenant's
review only, and the delivery of it does not constitute an offer to Tenant or an
option.  Tenant  represents  that  it  has dealt directly with and only with the
Broker  as  a  broker in connection with this Lease.  Tenant shall indemnify and
hold  Landlord  and the Landlord Related Parties harmless from all claims of any
brokers  claiming  to  have  represented  Tenant  in connection with this Lease.

     25.05  The expiration of the Term, whether by lapse of time, termination or
otherwise, shall not relieve either party of any obligations which accrued prior
to  or  which may continue to accrue after the expiration or termination of this
Lease.

     25.06  Tenant  shall, and may peacefully have, hold and enjoy the Premises,
subject  to  the  terms  of  this Lease, provided Tenant pays the Rent and fully
performs  all  of  its  covenants  and  agreements.  This covenant and all other
covenants  of  Landlord  shall  be binding upon Landlord and its successors only
during  its  or  their  respective  periods  of  ownership  of  the  Building.

     25.07  This  Lease constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings related to the Premises. This
Lease may be modified only by a written agreement signed by Landlord and Tenant.
This  Lease shall be interpreted and enforced in accordance with the Laws of the
state  or  commonwealth  in  which  the  Building  is  located.

     25.08  Tenant  represents  and  warrants  to  Landlord that each individual
executing  this  Lease  on  behalf of Tenant is authorized to do so on behalf of
Tenant  and  that  Tenant  is  not, and the entities or individuals constituting
Tenant or which may own or control Tenant or which may be owned or controlled by
Tenant  are  not,  among  the  individuals  or  entities  identified on any list
compiled  pursuant  to  Executive  Order  13224  for  the purpose of identifying
suspected  terrorists.  Landlord  represents  and  warrants  to Tenant that each
individual  executing this Lease on behalf of Landlord is authorized to do so on
behalf  of  Landlord.


<PAGE>
     Landlord  and  Tenant have executed this Lease as of the day and year first
above  written.

<TABLE>
<CAPTION>
<S>                               <C>
WITNESS/ATTEST:                   LANDLORD:

                                  CT-STAMFORD ATLANTIC FORUM, L.L.C., A DELAWARE LIMITED
                                  LIABILITY COMPANY

                                  By:  Equity Office Management, L.L.C., a Delaware limited
/s/ Shanna Charles                     liability company, its non-member manager

Name (print):  Shanna Charles               By:  /s/ Thomas Q. Bakke

___________________________                 Name:  Thomas Q. Bakke

Name (print):  ________________             Title:  Regional Senior Vice President



WITNESS/ATTEST:                   TENANT:

                                  CLEAN DIESEL TECHNOLOGIES, INC., A DELAWARE CORPORATION

                                  By:  /s/ D.W. Whitwell
/s/ Pat McCoy
                                  Name:  David W. Whitwell
Name (print):  Pat McCoy
                                  Title:  Vice President & Chief Operating Officer
/s/ Curtis J. Knapper
                                  06-1393453
Name (print): Curtis J. Knapper   TENANT'S TAX ID NUMBER (SSN OR FEIN)
</TABLE>


<PAGE>
                                    EXHIBIT A

                        OUTLINE AND LOCATION OF PREMISES
                        --------------------------------


<PAGE>
                                    EXHIBIT B

EXPENSES  AND  TAXES

     This  Exhibit  is  attached  to and made a part of the Lease by and between
CT-STAMFORD  ATLANTIC  FORUM,  L.L.C.,  A  DELAWARE  LIMITED  LIABILITY  COMPANY
("Landlord")  and  CLEAN  DIESEL  TECHNOLOGIES,  INC.,  A  DELAWARE  CORPORATION
("Tenant")  for  space in the Building located at 300 Atlantic Street, Stamford,
Connecticut  06901.

1.   PAYMENTS.

     1.01  Tenant  shall  pay  Tenant's Pro Rata Share of the amount, if any, by
which  Expenses  (defined  below)  for each calendar year during the Term exceed
Expenses  for  the Base Year (the "EXPENSE EXCESS") and also the amount, if any,
by  which  Taxes  (defined  below) for each calendar year during the Term exceed
Taxes  for  the  Base  Year  (the  "TAX  EXCESS").  If  Expenses or Taxes in any
calendar  year decrease below the amount of Expenses or Taxes for the Base Year,
Tenant's  Pro  Rata  Share  of  Expenses  or Taxes, as the case may be, for that
calendar  year  shall  be  $0.  Landlord  shall provide Tenant with a good faith
estimate  of  the  Expense  Excess  and of the Tax Excess for each calendar year
during  the Term.  On or before the first day of each month, Tenant shall pay to
Landlord  a  monthly installment equal to one-twelfth of Tenant's Pro Rata Share
of  Landlord's  estimate  of  both  the Expense Excess and Tax Excess. After its
receipt  of  the revised estimate, Tenant's monthly payments shall be based upon
the  revised  estimate.  If Landlord does not provide Tenant with an estimate of
the  Expense  Excess  or  the Tax Excess by January 1 of a calendar year, Tenant
shall  continue  to  pay  monthly  installments  based  on  the  previous year's
estimate(s) until Landlord provides Tenant with the new estimate.

     1.02  As  soon  as  is  practical  following the end of each calendar year,
Landlord  shall  furnish  Tenant  with  a  statement  of the actual Expenses and
Expense  Excess and the actual Taxes and Tax Excess for the prior calendar year.
If  the  estimated Expense Excess or estimated Tax Excess for the prior calendar
year  is  more  than the actual Expense Excess or actual Tax Excess, as the case
may be, for the prior calendar year, Landlord shall either provide Tenant with a
refund  or  apply  any overpayment by Tenant against Additional Rent due or next
becoming  due,  provided  if  the  Term  expires before the determination of the
overpayment,  Landlord  shall  refund  any  overpayment  to  Tenant  after first
deducting  the amount of Rent due.  If the estimated Expense Excess or estimated
Tax Excess for the prior calendar year is less than the actual Expense Excess or
actual  Tax  Excess,  as  the case may be, for such prior year, Tenant shall pay
Landlord,  within  30  days  after  its  receipt of the statement of Expenses or
Taxes, any underpayment for the prior calendar year.

2.   EXPENSES.

     2.01  "EXPENSES"  means  all  costs  and expenses incurred in each calendar
year  in  connection  with  operating,  maintaining, repairing, and managing the
Building  and the Property.  Expenses include, without limitation: (a) all labor
and  labor  related costs, including wages, salaries, bonuses, taxes, insurance,
uniforms, training, retirement plans, pension plans and other employee benefits;
(b)  management  fees;  (c)  the  cost  of  equipping, staffing and operating an
on-site  and/or  off-site  management  office  for the Building, provided if the
management office services one or more other buildings or properties, the shared
costs  and  expenses  of  equipping,  staffing  and  operating  such  management
office(s)  shall  be equitably prorated and apportioned between the Building and
the  other  buildings  or  properties;  (d)  accounting  costs;  (e) the cost of
services;  (f) rental and purchase cost of parts, supplies, tools and equipment;
(g)  insurance  premiums and deductibles; (h) electricity, gas and other utility
costs; and (i) the amortized cost of capital improvements (as distinguished from
replacement  parts  or  components installed in the ordinary course of business)
made  subsequent  to the Base Year which are:  (1) performed primarily to reduce
current  or  future  operating  expense  costs,  upgrade  Building  security  or
otherwise  improve  the operating efficiency of the Property; or (2) required to
comply  with  any  Laws  that  are enacted, or first interpreted to apply to the
Property,  after the date of this Lease.  The cost of capital improvements shall
be  amortized  by Landlord over the lesser of the Payback Period (defined below)
or  the  useful  life  of  the  capital  improvement as reasonably determined by
Landlord.  The amortized cost of capital improvements may, at Landlord's option,
include actual or imputed interest at the rate that Landlord would reasonably be
required to pay to finance the cost of the capital improvement. "PAYBACK PERIOD"
means the reasonably estimated period of time that it takes for the cost savings
resulting  from  a  capital  improvement  to equal the total cost of the capital
improvement.  Landlord,  by itself or through an affiliate, shall have the right
to  directly  perform,  provide  and  be compensated for any services under this
Lease.  If  Landlord  incurs Expenses for the Building or Property together with
one  or  more  other  buildings  or properties, whether pursuant to a reciprocal
easement  agreement,  common  area  agreement or otherwise, the shared costs and
expenses  shall  be  equitably prorated and apportioned between the Building and
Property  and  the  other  buildings  or  properties.

     2.02  Expenses  shall not include: the cost of capital improvements (except
as  set  forth  above);  depreciation;  principal payments of mortgage and other
non-operating debts of Landlord; the cost of repairs or other work to the extent
Landlord  is  reimbursed  by  insurance  or  condemnation  proceeds;  costs  in
connection  with leasing space in the Building, including brokerage commissions;
lease  concessions,  rental  abatements  and  construction allowances granted to
specific  tenants;  costs  incurred  in  connection  with the sale, financing or
refinancing  of  the Building; fines, interest and penalties incurred due to the
late  payment  of Taxes or Expenses; organizational expenses associated with the
creation  and  operation  of  the  entity  which  constitutes  Landlord;  or any
penalties  or  damages that Landlord pays to Tenant under this Lease or to other
tenants  in  the  Building  under  their  respective  leases.

     2.03 If at any time during a calendar year the Building is not at least 95%
occupied  or  Landlord  is  not  supplying services to at least 95% of the total
Rentable  Square  Footage of the Building, Expenses shall, at Landlord's option,
be  determined  as  if  the Building had been 95% occupied and Landlord had been
supplying  services  to  95% of the Rentable Square Footage of the Building.  If
Expenses  for  a calendar year are determined as provided in the prior sentence,
Expenses  for  the  Base  Year  shall  also  be  determined  in  such  manner.
Notwithstanding  the  foregoing,  Landlord  may  calculate  the extrapolation of
Expenses  under this Section based on 100% occupancy and service so long as such
percentage  is used consistently for each year of the Term. The extrapolation of
Expenses  under  this  Section  shall  be  performed  in  accordance  with  the
methodology specified by the Building Owners and Managers Association.


<PAGE>
3.  "TAXES"  shall  mean:  (a)  all real property taxes and other assessments on
the  Building  and/or  Property,  including,  but not limited to, gross receipts
taxes,  assessments  for  special improvement districts and building improvement
districts,  governmental charges, fees and assessments for police, fire, traffic
mitigation  or  other governmental service of purported benefit to the Property,
taxes  and  assessments levied in substitution or supplementation in whole or in
part  of  any  such  taxes  and assessments and the Property's share of any real
estate  taxes  and  assessments  under any reciprocal easement agreement, common
area  agreement  or  similar  agreement  as  to  the  Property; (b) all personal
property  taxes  for  property  that is owned by Landlord and used in connection
with  the  operation,  maintenance and repair of the Property; and (c) all costs
and  fees  incurred in connection with seeking reductions in any tax liabilities
described  in  (a) and (b), including, without limitation, any costs incurred by
Landlord  for  compliance,  review  and  appeal  of  tax  liabilities.  Without
limitation,  Taxes shall not include any income, capital levy, transfer, capital
stock, gift, estate or inheritance tax. If a change in Taxes is obtained for any
year  of  the  Term  during which Tenant paid Tenant's Pro Rata Share of any Tax
Excess,  then  Taxes  for  that year will be retroactively adjusted and Landlord
shall  provide Tenant with a credit, if any, based on the adjustment.  Likewise,
if  a  change  is  obtained for Taxes for the Base Year, Taxes for the Base Year
shall  be  restated  and  the  Tax  Excess  for  all  subsequent  years shall be
recomputed.  Tenant  shall pay Landlord the amount of Tenant's Pro Rata Share of
any  such  increase in the Tax Excess within 30 days after Tenant's receipt of a
statement  from  Landlord.

4.  AUDIT  RIGHTS.  Tenant, within 365 days after receiving Landlord's statement
of  Expenses,  may  give  Landlord  written notice ("REVIEW NOTICE") that Tenant
intends  to  review  Landlord's records of the Expenses for the calendar year to
which  the  statement  applies.  Within  a  reasonable time after receipt of the
Review  Notice,  Landlord  shall  make  all  pertinent  records  available  for
inspection  that  are reasonably necessary for Tenant to conduct its review.  If
any  records  are  maintained at a location other than the management office for
the  Building,  Tenant  may either inspect the records at such other location or
pay  for  the  reasonable  cost  of copying and shipping the records.  If Tenant
retains an agent to review Landlord's records, the agent must be with a CPA firm
licensed  to  do  business  in  the  state or commonwealth where the Property is
located.  Tenant  shall  be  solely responsible for all costs, expenses and fees
incurred  for the audit.  Within 90 days after the records are made available to
Tenant,  Tenant  shall  have  the  right  to  give  Landlord  written notice (an
"OBJECTION  NOTICE")  stating  in  reasonable detail any objection to Landlord's
statement  of  Expenses  for  that  year.  If  Tenant  fails to give Landlord an
Objection  Notice  within  the 90 day period or fails to provide Landlord with a
Review  Notice within the 365 day period described above, Tenant shall be deemed
to  have  approved  Landlord's  statement  of  Expenses and shall be barred from
raising  any  claims regarding the Expenses for that year.  The records obtained
by  Tenant  shall  be  treated  as  confidential.  In  no  event shall Tenant be
permitted  to examine Landlord's records or to dispute any statement of Expenses
unless Tenant has paid and continues to pay all Rent when due.


<PAGE>
                                    EXHIBIT C

                                   WORK LETTER
                                   -----------

     This  Exhibit  is  attached  to and made a part of the Lease by and between
CT-STAMFORD  ATLANTIC  FORUM,  L.L.C.,  A  DELAWARE  LIMITED  LIABILITY  COMPANY
("Landlord")  and  CLEAN  DIESEL  TECHNOLOGIES,  INC.,  A  DELAWARE  CORPORATION
("Tenant")  for  space in the Building located at 300 Atlantic Street, Stamford,
Connecticut  06901.

1.   Landlord  shall perform improvements to the Premises in accordance with the
     plans  prepared  by  _________________________________________,  dated
     _____________,  2003,  (the  "PLANS").  The improvements to be performed by
     Landlord in accordance with the Plans and expressly listed on the Work List
     below are hereinafter referred to as the "LANDLORD WORK." The Landlord Work
     shall be performed using Building standard methods, materials and finishes.
     It  is  agreed  that construction of the Landlord Work will be completed at
     Landlord's  sole cost and expense (subject to the terms of Section 2 below)
     using  Building  standard  methods,  materials and finishes. Landlord shall
     enter  into  a  direct  contract  for  the  Landlord  Work  with  a general
     contractor selected by Landlord. In addition, Landlord shall have the right
     to  select and/or approve of any subcontractors used in connection with the
     Landlord  Work. Landlord's supervision or performance of any work for or on
     behalf of Tenant shall not be deemed a representation by Landlord that such
     Plans  or  the  revisions  thereto  comply  with  applicable  insurance
     requirements,  building codes, ordinances, Laws or regulations, or that the
     improvements  constructed  in  accordance  with the Plans and any revisions
     thereto  will  be  adequate  for  Tenant's use, it being agreed that Tenant
     shall  be  responsible  for  all  elements  of the design of Tenant's plans
     (including,  without  limitation,  compliance  with  Law,  functionality of
     design,  the  structural  integrity of the design, the configuration of the
     Premises  and  the  placement  of  Tenant's  furniture,  appliances  and
     equipment).

                                    WORK LIST

     -    Repaint the Premises as needed.
     -    Install new carpeting in the Premises.
     -    Relocate existing door signage to the door of the Premises.

2.   If  Tenant  shall  request  any revisions to the Plans, Landlord shall have
     such  revisions prepared at Tenant's sole cost and expense and Tenant shall
     reimburse  Landlord  for  the  cost  of preparing any such revisions to the
     Plans,  plus  any  applicable  state sales or use tax thereon, upon demand.
     Promptly  upon completion of the revisions, Landlord shall notify Tenant in
     writing  of the increased cost in the Landlord Work, if any, resulting from
     such  revisions  to  the Plans. Tenant, within 1 Business Day, shall notify
     Landlord  in  writing whether it desires to proceed with such revisions. In
     the  absence  of such written authorization, Landlord shall have the option
     to  continue  work  on  the  Premises  disregarding the requested revision.
     Tenant  shall  be  responsible  for  any  Tenant Delay in completion of the
     Premises resulting from any revision to the Plans. If such revisions result
     in an increase in the cost of Landlord Work, such increased costs, plus any
     applicable  state sales or use tax thereon, shall be payable by Tenant upon
     demand.  Notwithstanding  anything herein to the contrary, all revisions to
     the  Plans  shall  be  subject  to  the  approval  of  Landlord.

3.   Landlord  and  Tenant agree to cooperate with each other in order to enable
     the  Landlord  Work  to  be performed in a timely manner and with as little
     inconvenience  to  the  operation  of  Tenant's  business  as is reasonably
     possible. Notwithstanding anything herein to the contrary, any delay in the
     completion  of the Landlord Work or inconvenience suffered by Tenant during
     the  performance of the Landlord Work shall not delay the Commencement Date
     nor  shall  it  subject  Landlord  to  any liability for any loss or damage
     resulting  therefrom  or  entitle  Tenant  to  any  credit,  abatement  or
     adjustment  of  Rent  or  other  sums  payable  under  the  Lease.

4.   This  Exhibit  shall not be deemed applicable to any additional space added
     to  the  Premises  at any time or from time to time, whether by any options
     under the Lease or otherwise, or to any portion of the original Premises or
     any additions to the Premises in the event of a renewal or extension of the
     original  Term  of  the  Lease,  whether  by any options under the Lease or
     otherwise,  unless  expressly  so provided in the Lease or any amendment or
     supplement  to  the  Lease.


<PAGE>
                                    EXHIBIT D

                         BUILDING RULES AND REGULATIONS
                         ------------------------------

     The  following  rules and regulations shall apply, where applicable, to the
Premises,  the  Building,  the  parking  garage  (if  any), the Property and the
appurtenances.  In  the  event  of  a  conflict  between the following rules and
regulations  and  the  remainder of the terms of the Lease, the remainder of the
terms  of  the  Lease shall control.  Capitalized terms have the same meaning as
defined  in  the  Lease.

1.   Sidewalks,  doorways,  vestibules, halls, stairways and other similar areas
     shall  not  be obstructed by Tenant or used by Tenant for any purpose other
     than  ingress  and  egress  to  and  from the Premises. No rubbish, litter,
     trash,  or  material shall be placed, emptied, or thrown in those areas. At
     no time shall Tenant permit Tenant's employees to loiter in Common Areas or
     elsewhere  about  the  Building  or  Property.

2.   Plumbing  fixtures  and  appliances shall be used only for the purposes for
     which  designed,  and  no  sweepings,  rubbish,  rags  or  other unsuitable
     material  shall  be  thrown or placed in the fixtures or appliances. Damage
     resulting  to  fixtures  or  appliances by Tenant, its agents, employees or
     invitees,  shall  be  paid  for  by  Tenant,  and  Landlord  shall  not  be
     responsible  for  the  damage.

3.   No signs, advertisements or notices shall be painted or affixed to windows,
     doors  or  other  parts  of the Building, except those of such color, size,
     style  and in such places as are first approved in writing by Landlord. All
     tenant  identification  and  suite  numbers at the entrance to the Premises
     shall  be  installed  by  Landlord, at Tenant's cost and expense, using the
     standard  graphics  for the Building. Except in connection with the hanging
     of  lightweight  pictures  and  wall decorations, no nails, hooks or screws
     shall  be  inserted into any part of the Premises or Building except by the
     Building  maintenance  personnel  without  Landlord's prior approval, which
     approval  shall  not  be  unreasonably  withheld.

4.   Landlord  may  provide  and maintain in the first floor (main lobby) of the
     Building  an alphabetical directory board or other directory device listing
     tenants,  and  no  other  directory  shall  be  permitted unless previously
     consented  to  by  Landlord  in  writing.

5.   Tenant  shall not place any lock(s) on any door in the Premises or Building
     without  Landlord's  prior  written  consent,  which  consent  shall not be
     unreasonably  withheld,  and Landlord shall have the right to retain at all
     times  and to use keys or other access codes or devices to all locks within
     and  into  the  Premises.  A  reasonable number of keys to the locks on the
     entry  doors  in  the  Premises shall be furnished by Landlord to Tenant at
     Tenant's cost, and Tenant shall not make any duplicate keys. All keys shall
     be  returned  to  Landlord  at  the expiration or early termination of this
     Lease.

6.   All  contractors, contractor's representatives and installation technicians
     performing  work  in  the  Building  shall  be  subject to Landlord's prior
     approval,  which  approval shall not be unreasonably withheld, and shall be
     required  to  comply  with Landlord's standard rules, regulations, policies
     and  procedures,  which  may  be  revised  from  time  to  time.

7.   Movement  in  or  out  of the Building of furniture or office equipment, or
     dispatch or receipt by Tenant of merchandise or materials requiring the use
     of  elevators,  stairways,  lobby  areas  or  loading  dock areas, shall be
     restricted  to hours reasonably designated by Landlord. Tenant shall obtain
     Landlord's  prior approval by providing a detailed listing of the activity.
     If  approved  by  Landlord,  the activity shall be under the supervision of
     Landlord  and  performed  in  the manner required by Landlord. Tenant shall
     assume  all  risk  for  damage  to articles moved and injury to any persons
     resulting  from  the  activity.  If  equipment,  property,  or personnel of
     Landlord  or  of any other party is damaged or injured as a result of or in
     connection  with  the  activity,  Tenant  shall  be  solely  liable for any
     resulting  damage  or  loss.

8.   Landlord  shall  have the right to approve the weight, size, or location of
     heavy equipment or articles in and about the Premises, which approval shall
     not  be  unreasonably withheld. Damage to the Building by the installation,
     maintenance,  operation, existence or removal of Tenant's Property shall be
     repaired  at  Tenant's  sole  expense.

9.   Corridor doors, when not in use, shall be kept closed.

10.  Tenant  shall  not:  (1)  make  or  permit  any  improper, objectionable or
     unpleasant  noises  or odors in the Building, or otherwise interfere in any
     way  with  other  tenants or persons having business with them; (2) solicit
     business  or  distribute, or cause to be distributed, in any portion of the
     Building,  handbills,  promotional  materials  or other advertising; or (3)
     conduct  or  permit  other  activities  in  the  Building  that  might,  in
     Landlord's  sole  opinion,  constitute  a  nuisance.

11.  No  animals,  except  those assisting handicapped persons, shall be brought
     into  the  Building  or  kept  in  or  about  the  Premises.

12.  No  inflammable,  explosive or dangerous fluids or substances shall be used
     or  kept  by Tenant in the Premises, Building or about the Property, except
     for  those  substances  as are typically found in similar premises used for
     general  office  purposes and are being used by Tenant in a safe manner and
     in accordance with all applicable laws, rules and regulations. Tenant shall
     not,  without Landlord's prior written consent, use, store, install, spill,
     remove,  release  or  dispose of, within or about the Premises or any other
     portion  of  the  Property, any asbestos-containing materials or any solid,
     liquid  or  gaseous  material  now  or  subsequently  considered  toxic  or
     hazardous  under  the  provisions  of 42 U.S.C. Section 9601 et seq. or any
     other  applicable  environmental  Law  which may now or later be in effect.
     Tenant  shall  comply  with all Laws pertaining to and governing the use of
     these  materials by Tenant, and shall remain solely liable for the costs of
     abatement  and  removal.


<PAGE>
13.  Tenant  shall  not  use  or  occupy  the  Premises in any manner or for any
     purpose  which  might injure the reputation or impair the present or future
     value  of the Premises or the Building. Tenant shall not use, or permit any
     part  of  the Premises to be used, for lodging, sleeping or for any illegal
     purpose.

14.  Tenant  shall  not  take  any  action  which would violate Landlord's labor
     contracts or which would cause a work stoppage, picketing, labor disruption
     or  dispute,  or  interfere  with  Landlord's  or  any  other  tenant's  or
     occupant's  business  or  with  the  rights  and  privileges  of any person
     lawfully  in  the  Building  ("Labor  Disruption").  Tenant  shall take the
     actions  necessary  to resolve the Labor Disruption, and shall have pickets
     removed  and, at the request of Landlord, immediately terminate any work in
     the  Premises  that gave rise to the Labor Disruption, until Landlord gives
     its  written consent for the work to resume. Tenant shall have no claim for
     damages  against Landlord or any of the Landlord Related Parties, nor shall
     the  Commencement  Date  of  the  Term be extended as a result of the above
     actions.

15.  Tenant  shall  not  install,  operate or maintain in the Premises or in any
     other  area  of  the Building, electrical equipment that would overload the
     electrical  system  beyond  its  capacity  for  proper,  efficient and safe
     operation  as  determined  solely  by  Landlord.  Tenant  shall not furnish
     cooling  or heating to the Premises, including, without limitation, the use
     of  electronic  or  gas  heating  devices, without Landlord's prior written
     consent.  Tenant  shall  not  use  more  than  its  proportionate  share of
     telephone lines and other telecommunication facilities available to service
     the  Building.

16.  Tenant  shall not operate or permit to be operated a coin or token operated
     vending  machine  or  similar  device  (including,  without  limitation,
     telephones,  lockers,  toilets,  scales, amusement devices and machines for
     sale  of  beverages,  foods, candy, cigarettes and other goods), except for
     machines  for  the  exclusive  use  of  Tenant's  employees  and  invitees.

17.  Bicycles and other vehicles are not permitted inside the Building or on the
     walkways  outside  the  Building,  except  in areas designated by Landlord.

18.  Landlord  may  from  time  to  time  adopt  systems  and procedures for the
     security  and  safety  of  the  Building,  its  occupants,  entry,  use and
     contents.  Tenant,  its agents, employees, contractors, guests and invitees
     shall  comply  with  Landlord's  systems  and  procedures.

19.  Landlord  shall  have  the  right  to  prohibit  the use of the name of the
     Building  or  any other publicity by Tenant that in Landlord's sole opinion
     may impair the reputation of the Building or its desirability. Upon written
     notice  from  Landlord,  Tenant  shall  refrain  from  and discontinue such
     publicity  immediately.

20.  Neither  Tenant  nor its agents, employees, contractors, guests or invitees
     shall  smoke or permit smoking in the Common Areas, unless the Common Areas
     have  been  declared  a  designated smoking area by Landlord, nor shall the
     above  parties  allow  smoke  from  the Premises to emanate into the Common
     Areas  or  any other part of the Building. Landlord shall have the right to
     designate  the Building (including the Premises) as a non-smoking building.

21.  Landlord  shall  have  the  right  to designate and approve standard window
     coverings  for  the  Premises  and  to  establish  rules to assure that the
     Building  presents  a  uniform exterior appearance. Tenant shall ensure, to
     the  extent  reasonably  practicable,  that  window coverings are closed on
     windows  in  the  Premises while they are exposed to the direct rays of the
     sun.

22.  Deliveries to and from the Premises shall be made only at the times, in the
     areas  and  through  the  entrances  and  exits  reasonably  designated  by
     Landlord.  Tenant  shall  not  make deliveries to or from the Premises in a
     manner  that  might  interfere  with  the  use  by  any other tenant of its
     premises  or  of  the Common Areas, any pedestrian use, or any use which is
     inconsistent  with  good  business  practice.

23.  The  work  of cleaning personnel shall not be hindered by Tenant after 5:30
     p.m.,  and  cleaning  work  may  be  done  at any time when the offices are
     vacant.  Windows,  doors  and  fixtures  may be cleaned at any time. Tenant
     shall  provide  adequate  waste  and  rubbish  receptacles  to  prevent
     unreasonable  hardship  to  the  cleaning  service.


<PAGE>
                                    EXHIBIT E

                              ADDITIONAL PROVISIONS
                              ---------------------

     This  Exhibit  is  attached  to and made a part of the Lease by and between
CT-STAMFORD  ATLANTIC  FORUM,  L.L.C.,  A  DELAWARE  LIMITED  LIABILITY  COMPANY
("Landlord")  and  CLEAN  DIESEL  TECHNOLOGIES,  INC.,  A  DELAWARE  CORPORATION
("Tenant")  for  space in the Building located at 300 Atlantic Street, Stamford,
Connecticut  06901.

1.   PARKING.

1.01 During  the initial Term, Tenant agrees to lease from Landlord and Landlord
     agrees  to  lease  to  Tenant  a  total  of  9  unreserved  parking  spaces
     (collectively,  the "SPACES") in the Building garage ("GARAGE") for the use
     of Tenant and its employees at no additional charge. No allowances shall be
     made  for  days  when  Tenant  or any of its employees does not utilize the
     parking  facilities  or  for  Tenant utilizing less than all of the Spaces.
     Tenant  shall  not have the right to use more than the number of unreserved
     Spaces  set  forth  above  but  may request to lease additional Spaces from
     Landlord  and,  if  Landlord agrees to do so, Tenant shall pay Landlord the
     standard charge for such additional Spaces as Additional Rent at Landlord's
     standard  charge  (as  such  charge may be changed by Landlord from time to
     time).

     1.02 Except  for  particular  spaces  and  areas designated by Landlord for
          reserved  parking, all parking in the Garage and surface parking areas
          serving  the  Building  shall  be  on  an  unreserved,  first-come,
          first-served  basis.

     1.03 Landlord  shall  not be responsible for money, jewelry, automobiles or
          other  personal  property  lost  in  or  stolen from the Garage or the
          surface  parking areas regardless of whether such loss or theft occurs
          when  the  Garage  or  other  areas  therein  are  locked or otherwise
          secured.  Except  as caused by the negligence or willful misconduct of
          Landlord  and  without  limiting  the terms of the preceding sentence,
          Landlord shall not be liable for any loss, injury or damage to persons
          using  the Garage or the surface parking areas or automobiles or other
          property  therein,  it  being  agreed  that,  to  the  fullest  extent
          permitted  by  Law, the use of the Spaces shall be at the sole risk of
          Tenant  and  its  employees.

     1.04 Landlord  shall  have  the  right  from  time to time to designate the
          location  of  the  Spaces  and  to  promulgate  reasonable  rules  and
          regulations  regarding  the Garage, the surface parking areas, if any,
          the  Spaces  and the use thereof, including, but not limited to, rules
          and  regulations  controlling  the flow of traffic to and from various
          parking areas, the angle and direction of parking and the like. Tenant
          shall  comply  with  and  cause  its employees to comply with all such
          rules  and  regulations  as  well  as  all  reasonable  additions  and
          amendments  thereto.

     1.05 Tenant  shall  not  store  or  permit  its  employees  to  store  any
          automobiles  in the Garage or on the surface parking areas without the
          prior  written  consent  of  Landlord.  Except  for emergency repairs,
          Tenant and its employees shall not perform any work on any automobiles
          while located in the Garage or on the Property. If it is necessary for
          Tenant or its employees to leave an automobile in the Garage or on the
          surface  parking  areas  overnight, Tenant shall provide Landlord with
          prior notice thereof designating the license plate number and model of
          such  automobile.

     1.06 Landlord  shall  have  the  right  to  temporarily close the Garage or
          certain  areas  therein  in  order  to  perform  necessary  repairs,
          maintenance  and  improvements  to  the  Garage or the surface parking
          areas,  if  any.

     1.07 Tenant  shall  not  assign  or  sublease any of the Spaces without the
          consent  of  Landlord. Landlord shall have the right to terminate this
          Parking  Agreement  with  respect to any Spaces that Tenant desires to
          sublet  or  assign.

     1.08 Landlord  may elect to provide parking cards or keys to control access
          to  the  Garage  or  surface  parking  areas,  if  any. In such event,
          Landlord shall provide Tenant with one card or key for each Space that
          Tenant  is  leasing  hereunder,  provided that Landlord shall have the
          right  to  require  Tenant or its employees to place a deposit on such
          access cards or keys and to pay a fee for any lost or damaged cards or
          keys.

     1.09 Landlord  hereby  reserves  the  right  to  enter  into  a  management
          agreement  or lease with an entity for the Garage ("GARAGE OPERATOR").
          In  such  event,  Tenant, upon request of Landlord, shall enter into a
          parking agreement with the Garage Operator and pay the Garage Operator
          the  monthly charge established hereunder (if any), and Landlord shall
          have  no liability for claims arising through acts or omissions of the
          Garage  Operator  unless  caused  by  Landlord's negligence or willful
          misconduct.  It  is  understood  and  agreed  that the identity of the
          Garage  Operator  may  change  from  time  to time during the Term. In
          connection  therewith,  any  parking  lease  or agreement entered into
          between  Tenant  and  a  Garage Operator shall be freely assignable by
          such  Garage  Operator  or  any  successors  thereto.

2.   RENEWAL OPTION.

     2.01 Grant of Option; Conditions. Tenant shall have the right to extend the
          ---------------------------
          Term  (the  "RENEWAL  OPTION")  for  one  additional period of 5 years
          commencing  on  the  day following the Termination Date of the initial
          Term  and  ending  on the 5th anniversary of the Termination Date (the
          "RENEWAL  TERM"),  if:

          a.   Landlord  receives  notice of exercise ("INITIAL RENEWAL NOTICE")
               not  less than 12 full calendar months prior to the expiration of
               the  initial  Term;  and


<PAGE>
          b.   Tenant  is  not  in default under the Lease beyond any applicable
               cure periods at the time that Tenant delivers its Initial Renewal
               Notice  or  at  the  time  Tenant delivers its Binding Notice (as
               defined  below);  and

          c.   No  part  of  the  Premises  is  sublet (other than pursuant to a
               Permitted Transfer, as defined in Article 11 of the Lease) at the
               time  that  Tenant  delivers its Initial Renewal Notice or at the
               time  Tenant  delivers  its  Binding  Notice;  and

          d.   The  Lease  has  not  been  assigned  (other  than  pursuant to a
               Permitted  Transfer,  as defined in 11 of the Lease) prior to the
               date  that Tenant delivers its Initial Renewal Notice or prior to
               the  date  Tenant  delivers  its  Binding  Notice.

     2.02 Terms  Applicable  to  Premises  During  Renewal  Term.
          -------------------------------------------------------

          a.   The  initial  Base  Rent  rate  per  rentable square foot for the
               Premises  during  the  Renewal  Term  shall  equal the Prevailing
               Market  (hereinafter  defined)  rate per rentable square foot for
               the  Premises.  Base Rent during the Renewal Term shall increase,
               if  at  all,  in  accordance  with  the  increases assumed in the
               determination  of  Prevailing Market rate. Base Rent attributable
               to  the  Premises  shall  be  payable  in monthly installments in
               accordance  with  the  terms  and  conditions of Article 3 of the
               Lease.

          b.   Tenant  shall  pay  Additional Rent (i.e. Taxes and Expenses) for
               the Premises during the Renewal Term in accordance with Article 3
               of  the  Lease,  and  the  manner  and  method  in  which  Tenant
               reimburses  Landlord for Tenant's share of Taxes and Expenses and
               the  Base  Year, if any, applicable to such matter, shall be some
               of  the  factors  considered in determining the Prevailing Market
               rate  for  the  Renewal  Term.

     2.03 Procedure  for  Determining  Prevailing  Market.  Within 30 days after
          -----------------------------------------------
          receipt  of  Tenant's  Initial  Renewal  Notice, Landlord shall advise
          Tenant  of  the  applicable  Base  Rent  rate for the Premises for the
          Renewal  Term. Tenant, within 15 days after the date on which Landlord
          advises  Tenant of the applicable Base Rent rate for the Renewal Term,
          shall  either (i) give Landlord final binding written notice ("BINDING
          NOTICE") of Tenant's exercise of its Renewal Option, or (ii) if Tenant
          disagrees with Landlord's determination, provide Landlord with written
          notice  of  rejection  (the  "REJECTION  NOTICE").  If Tenant fails to
          provide  Landlord  with  either  a  Binding Notice or Rejection Notice
          within  such  15 day period, Tenant's Renewal Option shall be null and
          void  and  of no further force and effect. If Tenant provides Landlord
          with  a  Binding  Notice,  Landlord  and  Tenant  shall enter into the
          Renewal Amendment (as defined below) upon the terms and conditions set
          forth  herein.  If  Tenant  provides Landlord with a Rejection Notice,
          Landlord  and  Tenant  shall work together in good faith to agree upon
          the  Prevailing  Market rate for the Premises during the Renewal Term.
          When  Landlord  and Tenant have agreed upon the Prevailing Market rate
          for  the  Premises,  such  agreement  shall  be reflected in a written
          agreement  between  Landlord  and  Tenant,  whether  in  a  letter  or
          otherwise,  and  Landlord  and  Tenant  shall  enter  into the Renewal
          Amendment  in  accordance  with  the  terms  and  conditions  hereof.
          Notwithstanding  the  foregoing,  if Landlord and Tenant are unable to
          agree  upon the Prevailing Market rate for the Premises within 30 days
          after  the  date  Tenant  provides Landlord with the Rejection Notice,
          Tenant's  Renewal Option shall be deemed to be null and void and of no
          force  and  effect.

     2.04 Renewal Amendment. If Tenant is entitled to and properly exercises its
          -----------------
          Renewal  Option,  Landlord  shall  prepare  an amendment (the "RENEWAL
          AMENDMENT")  to  reflect  changes  in the Base Rent, Term, Termination
          Date  and other appropriate terms. The Renewal Amendment shall be sent
          to  Tenant  within  a  reasonable time after Landlord's receipt of the
          Binding  Notice  or  other  written  agreement  by Landlord and Tenant
          regarding  the  Prevailing  Market  rate, and Tenant shall execute and
          return the Renewal Amendment to Landlord within 15 days after Tenant's
          receipt  of  same,  but,  upon  final  determination of the Prevailing
          Market rate applicable during the Renewal Term as described herein, an
          otherwise  valid  exercise  of  the  Renewal  Option  shall  be  fully
          effective  whether  or  not  the  Renewal  Amendment  is  executed.

2.05 Definition  of  Prevailing  Market.  For  purposes  of this Renewal Option,
     ----------------------------------
     "PREVAILING  MARKET"  shall  mean the arms length fair market annual rental
     rate  per  rentable square foot under renewal leases and amendments entered
     into  on  or  about  the  date  on  which  the  Prevailing  Market is being
     determined  hereunder  for space comparable to the Premises in the Building
     and  office  buildings comparable to the Building in Stamford, Connecticut.
     The determination of Prevailing Market shall take into account any material
     economic  differences  between  the  terms of this Lease and any comparison
     lease  or  amendment, such as rent abatements, construction costs and other
     concessions  and  the  manner, if any, in which the landlord under any such
     lease  is reimbursed for operating expenses and taxes. The determination of
     Prevailing  Market  shall  also  take  into  consideration  any  reasonably
     anticipated  changes  in  the  Prevailing  Market  rate  from the time such
     Prevailing  Market  rate  is  being determined and the time such Prevailing
     Market  rate  will  become  effective  under  this  Lease.

3.   TEMPORARY SPACE.

     3.01 During the period beginning on the later of (i) April 1, 2004 (ii) the
          full  and  final execution of this Lease by Landlord and Tenant, (iii)
          delivery of all prepaid rental, if any, required under this Lease, and
          (iv)  delivery  of  all  initial certificates of insurance required by
          this  Lease  (which certificates of insurance shall specifically cover
          both  the  Temporary  Space  during  the  Temporary  Space  Term,  as
          hereinafter defined, and the Premises), and ending on the Commencement
          Date  of  this  Lease  (such  period  being  referred to herein as the
          "TEMPORARY  SPACE  TERM"),  Landlord  shall  allow  Tenant  to  occupy
          approximately  2,900  rentable square feet of space located on the 7th
          floor  of  the  Building  as  shown  on  EXHIBIT  F of this Lease (the
          "TEMPORARY


<PAGE>
          SPACE")  for  the  Permitted Use. During the Temporary Space Term, the
          Temporary Space shall be deemed the "Premises" for purposes of Section
          13 (Indemnity and Waiver of Claims) of the Lease. Such Temporary Space
          shall  be  accepted  by  Tenant  in  its  "as-is"  condition  and
          configuration,  it  being  agreed  that  Landlord  shall  be  under no
          obligation  to perform any work in the Temporary Space or to incur any
          costs  in  connection  with Tenant's move in, move out or occupancy of
          the  Temporary Space. Tenant acknowledges that it shall be entitled to
          use and occupy the Temporary Space at its sole cost, expense and risk.
          Tenant shall not construct any improvements or make any alterations of
          any  type  to the Temporary Space without the prior written consent of
          Landlord.  All  costs  in  connection  with making the Temporary Space
          ready  for  occupancy  by  Tenant  shall be the sole responsibility of
          Tenant.

     3.02 The  Temporary  Space shall be subject to all the terms and conditions
          of  the  Lease except as expressly modified herein, provided that Base
          Rent  for the Temporary Space during the Temporary Space Term shall be
          $7,129.17 (based upon $29.50 per rentable square foot in the Temporary
          Space)  each  month  during  the  Temporary  Space  Term,  payable  in
          accordance  with the Lease, with the first installment due on the date
          the Temporary Space Term begins. If the Temporary Space Term commences
          on  other than the first day of a calendar month or ends on other than
          the  last  day of a calendar month, then the monthly Base Rent payable
          for  the  Temporary Space for any such partial month shall be prorated
          to  reflect  the  actual  number of days of such partial month falling
          within  the  Temporary Space Term. Tenant shall not be required to pay
          Tenant's  Pro Rata Share of Expenses and Taxes for the Temporary Space
          during  the  Temporary  Space  Term.  Notwithstanding  anything to the
          contrary  contained  in  the  Lease,  Tenant  shall not be entitled to
          receive  any  allowances,  abatement  or other financial concession in
          connection  with the Temporary Space which was granted with respect to
          the  Premises,  and  the  Temporary  Space shall not be subject to any
          renewal  or  expansion  rights  of  Tenant  under  the  Lease.

     3.03 Upon  termination of the Temporary Space Term, Tenant shall vacate the
          Temporary Space and deliver the same to Landlord in the same condition
          that  the  Temporary  Space was delivered to Tenant, ordinary wear and
          tear  excepted.  At  the  expiration  or  earlier  termination  of the
          Temporary  Space  Term,  Tenant  shall remove all debris, all items of
          Tenant's  personalty,  and  any  trade  fixtures  of  Tenant  from the
          Temporary Space. Tenant shall be fully liable for all damage Tenant or
          Tenant's  agents,  employees,  contractors, or subcontractors cause to
          the  Temporary  Space.  Tenant  shall  have  no  right to hold over or
          otherwise  occupy  the  Temporary  Space  at  any  time  following the
          expiration  or earlier termination of the Temporary Space Term, and in
          the  event of such holdover, Landlord shall immediately be entitled to
          institute  dispossessory  proceedings  to  recover  possession  of the
          Temporary  Space, without first providing notice thereof to Tenant. In
          the event of holding over by Tenant after expiration or termination of
          the  Temporary  Space  Term  without  the  written  authorization  of
          Landlord,  Tenant  shall  pay, for such holding over, the monthly Base
          Rent  due  for  the  Temporary Space at the rate in effect immediately
          preceding the expiration of the Temporary Space Term for each month or
          partial  month  of  holdover,  plus  all  consequential  damages  that
          Landlord  incurs as a result of the Tenant's holdover. During any such
          holdover,  Tenant's  occupancy  of the Temporary Space shall be deemed
          that  of  a  tenant  at sufferance, and in no event, either during the
          Temporary Space Term or during any holdover by Tenant, shall Tenant be
          determined  to  be a tenant-at-will under applicable Law. While Tenant
          is  occupying  the  Temporary Space, Landlord or Landlord's authorized
          agents shall be entitled to enter the Temporary Space, upon reasonable
          notice,  to  display  the  Temporary  Space  to  prospective  tenants.


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                                    EXHIBIT F

                     OUTLINE AND LOCATION OF TEMPORARY SPACE
                     ---------------------------------------


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