Exhibit 10.2

                              License Agreement(1)
                              --------------------

                         Clean Diesel Technologies, Inc.
                      Combustion Components Associates, Inc.

AGREEMENT  entered  into as of this 31st day of March, 2003 between Clean Diesel
Technologies,  Inc.  (CDT),  a Delaware corporation ("Licensor") of 300 Atlantic
Street,  Stamford,  CT 06901 and Combustion Components Associates, Inc. (CCA), a
Connecticut  corporation,  of  884  Main  Street,  Monroe,  CT  06468.

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1.  Portions  of  this  exhibit  denoted  with  three  asterisks (***) have been
omitted  pursuant  to  a  request  for  confidential  treatment.

                                    Recitals
                                    --------

Licensor  has developed and owns its patented "ARIS (R) 2000" method of reducing
emissions  of  oxides  of  nitrogen from diesel engines (the "System"), which is
inclusive  of  its  entire circulation components, injectors, controls, sensors,
pumps  and  valves, tankage and other storage components, catalyst and the costs
of  engineering  and  installation.

Licensee  desires  to enter the business of manufacturing and selling Systems in
the  on-highway,  off-road  and  portable  retrofit  sectors.

Accordingly,  Licensor  and  Licensee  agree,  all  on  the terms and conditions
provided  below,  that  Licensor shall license non exclusively its ARIS 2000 NOx
reduction  Technology  to  Licensee for the uses and in the territories provided
below  (the  "License")  and  Licensee  accepts  the  License and shall make the
payments  provided  below  to  Licensor.

                                    Article I
                                   Definitions
                                   -----------

1.01  "Effective  Date"  means  the  date first written above in this Agreement.


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1.02  "Federal Rate" shall mean the monthly rate of interest as published by the
Internal  Revenue  Service  pursuant  to  Internal  Revenue  Code  Section 7520.

1.03  "Fields of Use" shall mean application of the Technology to diesel engines
used  in  on-highway  and,  off-road  mobile  retrofit applications and retrofit
applications  to  portable  diesel  engines.

1.04  "Retrofit"  shall  mean,  application  to  on-road,  off-road vehicles and
portable  diesel  engines  on  which  title  has passed from the original engine
manufacturer  to  a  distributor  or  end  user.

1.05     "Portable"  shall  mean  intended  for  use  at a site for less than 12
consecutive  months.

1.06  "Improvement"  means  any  new invention or change in the Technology made,
conceived  or  first  reduced  to  practice  hereunder  by Licensor or Licensee,
whether patented or not, which results in better products or a more efficient or
less expensive means of manufacturing or installing or using products, provided,
however,  that  the Technology after the improvement is substantially similar to
the  Technology  as  originally  licensed  hereunder.

1.07  "Intellectual  Property"  means:

(a)  All United States and Canadian patent applications (including United States
provisional applications) and any and all patents issuing therefrom or otherwise
corresponding  thereto,  letters  patent,  and  all  divisions,  continuations,
continuations-in-part,  reissues,  and  extensions  thereof,  describing  and/or
claiming  any  rights  with respect to the System and as set forth on Schedule A
attached  hereto  and  made  a  part  hereof  or  any  amendment  thereof;  and

(b)  All  trademarks  and  applications or registrations thereof relating to the
System and set forth on Schedule A attached hereto and made a part hereof or any
amendment  thereof.

1.08  "Term"  means  the  period  from  the  Effective  Date  until  the date of
expiration  of  the  last  of the patents on Schedule A to expire, unless sooner
terminated pursuant to the terms of this License or extended by agreement of the
parties.

1.09  "Licensor  Representatives"  means  those employees of Licensor identified
herein who shall be responsible for transfer and disclosure of the Technology to
Licensee.

1.10  "Licensee  Representatives"  means  those employees of Licensee identified
herein  who  shall  be responsible for receipt of the transfer and disclosure of
the  Technology  on  behalf  of  Licensee.

1.11  "Net  Sales"  means,  in relation to Running Royalties under Sec.4.01.2 of
this  License,  the  gross  sales  price as billed by Licensee of Products, less
discounts  and  allowed credits, returns, customs duties, excise taxes, sales or
value added taxes, transportation, crating and insurance charges, if any of such
items  shall  be included in the gross sales price. A Product shall be deemed to
be  sold  when  the  buyer  has  made  payment  for  such  Product.


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1.12  "Product"  means  any object or device manufactured in whole or in part by
means  of  the  Technology  for  the  Application but excludes freight, storage,
catalyst,  ductwork  and  costs  of  engineering,  testing  and  installation.

1.13  "Proprietary Information" means information, or other material, regardless
of  its  form,  (a)  designated  by a party as "confidential," or "proprietary,"
whether or not owned or developed by the party making such designation, and, (b)
regardless  of  whether it has been specifically designated as "confidential" or
proprietary  (i) is proprietary to a party or (ii) is not generally available to
the  public about the business, products, plans, financial condition, customers,
methods of marketing, business systems or methods, proposals, policies, or trade
secrets  of  the  party.

1.14  "Technology"  means  the  Intellectual  Property  and any and all data and
information (in whatever format and whether or not subject to proprietary rights
protection  and  embodied  in  whatever  media)  relating  to  the  System.

1.15  "Territory"  means  the  United  States  of  America,  its possessions and
territories,  and  Canada.

                                   Article II
                                Grant of License
                                ----------------

2.01  Grant  of License. Licensor hereby grants to Licensee for the Term the non
      -----------------
exclusive  right  to  receive  the Technology and to make, use and sell Systems,
Products  and/or  services under or embodying or incorporating the Technology in
the  Territory  and  within  the  Fields  of  Use.

2.02 Sub-Licenses. Licensee may not sublicense or assign the Technology to other
     ------------
parties  (except  for  customers  to  use  Products).


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2.03  Loss  of  License.  If  the total annual Running Royalties due and payable
      -----------------
under  Sec.4.01.2 hereunder in the ***, and any subsequent year do not amount to
at  least  $*** per year, this License shall be terminated, if in its discretion
Licensor  by notice to Licensee terminates this License.  Licensee may, however,
make  voluntary  payments to maintain the License notwithstanding that royalties
are  not  due  and  payable  in  the  amounts  provided  above.

2.04  Licensee  Restriction.  In  order  to ensure commercial development of the
      ---------------------
System,  Licensee  shall  not  during  the  Term,  except  where the parties may
otherwise  agree,  make  use  or  sell  competing  systems to the System for the
Applications  in  the  Territory.

2.05  Purchase of Injectors. Licensee shall acquire injectors for use or sale in
      ---------------------
connection  with  the  System from AMBAC International, Inc. ("AMBAC") or CDT or
other  CDT  licensed manufacturers.  Licensor hereby consents to AMBAC's sale of
injectors  to  Licensee.  Licensee


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shall  include in reports furnished to Licensor under Sec.5.02 below, the number
of  injectors  purchased quarterly. Licensee shall also have the right itself to
manufacture  injectors  for  its  own  use  and sale for the Applications in the
Territory  or  to  other  CDT licensed manufacturers in the Territory during the
Term and shall furnish quarterly reports and pay the royalties due on the number
of  injectors  made  and  sold.

2.06 Cancellation. Licensee may in its sole discretion at any time after the ***
     ------------
anniversary  hereof  cancel  and  terminate  this  License on *** days notice to
Licensor,  provided,  however, that Licensee shall have made payment to Licensor
of all amounts accrued and unpaid and due to Licensor through the effective date
of  cancellation.

2.07     Trademark  Use.  Licensee shall identify the Trademark in Schedule A as
         --------------
a  registered  Trademark of Licensor and use the Trademark in product literature
and  advertising  as  mutually  agreed  with  Licensor.

                                   Article III
                        Technical Transfer and Assistance
                        ---------------------------------


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3.01  Technology  Transfer.  (a)  The Parties agree that upon the Effective Date
      --------------------
disclosure and transfer to Licensee of the Technology by Licensor will be deemed
to  have  been  completed.

3.02  Marketing  Assistance.  Throughout  the  Term  Licensor and Licensee shall
      ---------------------
consult  from  time to time as to methods of marketing to customers of Licensee.
Licensor  and  Licensee  may  from  time to time inform one another of potential
customers  for  Applications  of  Systems  and  Products  in  the  Territory.

3.03 Parties Independent. This Agreement is not intended in any manner to create
     -------------------
the  relationship  of  principal  and agent between Licensor on the one hand and
Licensee  on the other. This Agreement shall not be deemed to have established a
partnership  or  joint venture. Neither party hereto shall act or attempt to act
or represent itself, directly or by implication, as having the power to bind the
other party or in any manner to assume or create any obligation on behalf of the
other  party.

                                   Article IV
                                    Royalties
                                    ---------

4.01 Royalties. In consideration of the rights granted hereunder, Licensee shall
     ---------
pay to Licensor License Fees and Running Royalties, as follows:

4.01.1  License  Fees.  License  Fees  shall be a payment in the amount of $***;
        -------------
payable  as $*** on signing this License and further amounts of $*** paid within
***  months  of  the  effective  date  less  a  total  credit  of up to $*** for
documented  unreimbursed  mobile  ARIS  development  expenditures


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for the *** months preceding and the *** months following the effective date and
a  further  amount  of  $***  paid  within  ***  months  of  the effective date.
Development  expenditures  shall  include  equipment  purchases,  third  party
development  expenses  and  unburdened  engineering  charges  directed  to  the
development  of  the  ARIS  mobile  system  by  CCA.

4.01.2  Running  Royalties.  Running Royalties shall be payments with respect to
        ------------------
Net Sales of Products by Licensee as set out on Schedule B.

4.02  Royalty  Review.  Licensor  and  Licensee  shall  in good faith review the
      ---------------
Running  Royalty  amounts  set  out  on Schedule B on the *** anniversary of the
Effective  Date  and every *** year anniversary thereafter of the Effective Date
with  a  view  toward  adjusting such amounts either up or down based on current
market  conditions.  The  maximum  increase  or  decrease per adjustment period,
however,  shall  be limited to ***% of the royalties set forth on Schedule B, as
adjusted.  Any  increase or decrease in the per unit royalty fee shall not cause
any  adjustment  in  the  minimum royalty payments stipulated in Sec.2.03 above.

4.03  Royalty  Payments.  Royalties  shall  be  paid to Licensor in U.S. dollars
      -----------------
within  *** days, with respect to Running Royalties, after each calendar quarter
with respect to Net Sales in that fiscal quarter. Such payments shall be made to
Licensor's address set out above or to such other address or by wire transfer to
Licensor's  bank  account  as  may  be  designated  by  notice  hereunder.

4.04  No  Withholding.  Licensee  shall  pay  the  full  amount of Royalties due
      ---------------
hereunder  regardless  of a withholding tax, if any, which may from time to time
be  levied,  assessed  or  required  to  be withheld and paid for the account of
Licensor  and  Licensee  shall  itself  bear  the  cost of such withholding tax.
Licensee  shall  at the time of royalty payments to Licensor provide to Licensor
appropriate  documentary  evidence of the payment by it of such withholding tax,
if  any,  applicable  to  such  royalty  payment.

4.05 Late Payments. In the event that payment is not made within *** days of the
     -------------
date  when  any amount is due to Licensor hereunder, Licensee shall pay interest
quarterly to Licensor on such amount at the Federal Rate at the place and in the
manner  required  for  the  payment  of  royalties.

4.06  Non  Payment  and  Termination.  ***  days  after  notice  to  Licensee of
      ------------------------------
Licensee's failure to pay Licensor amounts due hereunder, Licensor may by notice
to  Licensee  terminate  this  Agreement whereupon this Agreement shall be of no
force  and  effect except for the obligation of Licensee to pay to Licensor such
amounts  as  have  accrued  hereunder  through  such  termination.

                                    Article V
                          Accounting, Reports and Audit
                          -----------------------------

5.01  Books  and Records. Licensee shall keep at its principal place of business
      ------------------
full  and  accurate  books  of  account  and  supporting  records containing all
particulars  necessary  for  computing


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accurately  the amounts to be paid to Licensor hereunder, all in accordance with
generally  accepted  accounting  principles.

5.02  Reports.  Each  payment of royalties by Licensee shall be accompanied by a
      -------
statement  signed  by  the  chief  accounting  officer of Licensee or other duly
authorized  officer  containing  such  information  as  may  be  necessary  for
computation  of  the  amount  payable  to  Licensor  hereunder and setting forth
separately  with  respect  to  each  sale sold by Licensee during the respective
quarter,  the  customer,  date and invoice number, quantity and sales price. The
form  of  such report may be provided by Licensor from time to time. If no sales
shall  be  made  during  any  quarter,  a  negative  report  shall be submitted.

5.03  Audits. Licensee during the Term shall upon *** days notice make the books
      ------
and  records  referred to in Section 5.01 above available for inspection by duly
authorized  representatives  of Licensor and for *** years thereafter. Moreover,
Licensor  may,  not  more often than *** in any *** -month period, elect to have
such  books and records audited at Licensor's expense by a certified independent
public  accountant  or  accounting  firm  selected  by  Licensor and approved by
Licensee (which approval shall not be unreasonably withheld) who may examine and
make such extracts from such books and records as may be necessary to verify the
computation  of  any  amount  payable  to Licensor hereunder. Such accountant or
accounting  firm shall not have performed regular services to either of Licensor
or  Licensee  and  may  be  licensed  by  any  state.  Nothing  herein  shall be
interpreted  to  mean that Licensor shall have access to or the right to examine
other  business  records  of  Licensee. Licensor shall treat as confidential any
information  obtained  pursuant  to  this  Section  5.03  and  its accountant or
accounting  firm  shall  undertake  to  do  the  same.  If  any such audit shall
determine  that  the  amounts  payable  to Licensor have been understated by the
lesser  of (i) *** percent (***%) thereof or (ii) $***, Licensee shall reimburse
Licensor  the  cost  of  such  audit.


                                   Article VI
                                  Improvements
                                  ------------

6.01  Disclosure  of  Improvements.  Licensor and Licensee shall during the Term
      ----------------------------
hereof  disclose  and  explain  to  one  another all Improvements subject to the
disclosing  Parties right, but not obligation, to file patent applications prior
to  any  such  disclosure.  Any  such disclosure shall be treated as Proprietary
Information  of  the  disclosing  party.

6.02 Title and License to Improvements. That party hereto who or whose employees
     ---------------------------------
or agents shall have invented or developed such Improvement shall have title and
ownership  of  such  Improvement  and the other party shall have no right to any
Improvement  by  the  other  party  other  than if a separate Agreement is made.

6.03  No  License  Implied  to  Other  Technology.  The  title  and  license  to
      -------------------------------------------
Improvements provided in Section 6.02 above to the parties shall in itself imply
no  right  or  license  whatsoever  in  any  party  to


<PAGE>
any  other Technology required to practice such Improvement even though the lack
of  such right or license may render the Improvement valueless in the hands of a
party.

                                   Article VII
                         Representations and Warranties
                         ------------------------------

7.01  General Representations and Warranties. Each party represents and warrants
      --------------------------------------
to the other that (a) it is a corporation in good standing under the laws of the
state  of  its  incorporation  and  it  has all corporate power and authority to
conduct its business as now being conducted; (b) that the execution and delivery
of  this  Agreement  is  duly  authorized;  (c) when executed and delivered this
Agreement shall be binding on each party and enforceable according to its terms,
excepting  as laws relating to bankruptcy, insolvency and equitable remedies may
affect  such  enforceability; and (d) neither this Agreement nor the performance
thereof  is,  or  will be, in violation of any agreement or any order, decree or
award  of any court or other forum to which a party is subject or by which it is
bound.

7.02  Representations  as  to  Intellectual  Property. Licensor hereby makes the
      -----------------------------------------------
following  representations,  warranties  and  covenants,  and  acknowledges that
Licensee  has  relied  thereon  in  entering  upon  this  Agreement:

     (a)  Licensor  is  the  sole and exclusive owner of the Technology, has the
right  to  grant  the license granted hereunder and has executed no agreement or
taken  any  action  in  conflict herewith or in derogation of the rights granted
hereunder;

     (b)  To  Licensor's knowledge, the Technology does not infringe any patents
or  rights  of  any  third  party;

     (c)  To Licensor's knowledge, no circumstances of any sort exist that could
in any way restrict Licensor from licensing the Technology to Licensee and there
is  no  (i) unauthorized use of the Technology, (ii) circumstance which prevents
Licensee  from  utilizing the Technology for the purposes provided for herein or
diminishes  the  value  to  Licensee  of  the  license  to  the  Technology; and

     (d)  Licensor  has  not and will not enter into any agreement or commitment
which  might  in  any way limit, restrict or prevent Licensor from entering into
and  performing  its  obligations  under  this  Agreement.

7.03  Disclaimer  of  Warranties.  Except  as  otherwise set forth above in this
      --------------------------
Article  VII  of  this Agreement, the parties disclaim any warranties whatsoever
whether express or implied, including any warranty of merchantability or fitness
for  a  particular purpose with respect to the Technology or that the Technology
may  be  able  to  be  effectively  utilized  in  Licensee's  business.


<PAGE>
                                  Article VIII
               Protection and Maintenance of Intellectual Property
               ---------------------------------------------------

8.01  Maintenance  Expense. Licensor shall be responsible at its own expense for
      --------------------
all fees, annuities and legal expense (excepting legal expense which is or might
be  associated  with  any  litigation  including  any  judicial,  arbitral,
administrative  or  investigative  proceeding)  reasonably required to obtain or
maintain in force the United States and Canadian patent applications and patents
and  the  trademark  on  Schedule  A.

8.02  Patent  Applications.  In  the  event  that  either  party with respect to
      --------------------
Improvements  as  to  which  it  has  the  right  to acquire title, seeks patent
protection  for  such  Improvements, it will do so at its own expense (including
any  annuities or other maintenance fees) and it will receive the cooperation of
the other party in the prosecution of such patent application. When granted, the
applicant shall have title to such patent, subject to the rights, if any, of the
other  party  hereunder.

8.03  Trademarks.  Licensor does not intend to obtain any trademark with respect
      ----------
to  the Technology other than the trademark set forth on Schedule A. If Licensee
desires  to  obtain  a mark or marks with respect to its products in association
with  the  Technology  it  shall  consult  with  Licensor  prior  to applying at
Licensee's  expense  for such a mark or marks. When granted, Licensee shall have
title  to  such  marks.  In  the event that this License shall terminate for any
reason,  Licensor  shall  have  the  right  and  option  to purchase and take an
assignment of any such mark at its then amortized cost on the books of Licensee.

8.04 Pending Applications. For any Intellectual Property that is during the Term
     --------------------
the  subject  of  any  pending  application, the parties shall take no action to
jeopardize  ongoing  prosecution  or  the  final  issuance  of  such  pending
Intellectual  Property.

8.05  Third  Party  Infringements.  (a)  During  the  Term  each  party  shall
      ---------------------------
immediately  inform  the  other  party,  if  it  becomes  aware of any actual or
potential infringement of the Technology, and the parties shall consult with one
another  concerning  such  infringement.

     (b)  During  the  Term  Licensor may but shall not be required to prosecute
infringements  within the licensed rights hereunder, so long as it shall deem it
practical  and  reasonable  to  do  so.

     (c)  If Licensor during the Term shall not prosecute an infringement within
the  licensed  rights  hereunder or shall cease such prosecution once commenced,
then  Licensees  may, but shall not be required to, prosecute such infringement,
so  long  as  it  deems  it  practical  and  reasonable  to  do  so.

     (d)  Licensor  and  Licensee  shall provide to one another such information
and  assistance  as may reasonably be requested in the course of any prosecution
of  infringements  whether  by  Licensor  or  Licensee.


<PAGE>
8.06  Infringement  Claims.  In  the event of any claim, demand, suit, action or
      --------------------
proceeding  brought  against  either  or  both  of  Licensor or Licensee, by any
person, firm or corporation, alleging or claiming that the Technology (in itself
and not in combination with other technology or art of Licensee) as practiced by
Licensee  or  its sublicensees, infringes on any patent right or misappropriates
any  trade  secret  of  such  claimant:

     (a)  Licensee  shall  promptly  notify  Licensor of any such claim, demand,
suit,  action,  or  proceeding  brought  against  Licensee.

     (b)  Licensor  shall  thereupon,  at its own expense, and in its discretion
either (i) render the Technology non-infringing, (ii) procure a license or right
from  the  claimant to enable Licensee to practice the patent or trade secret of
such  claimant,  or (iii) settle or defend on behalf of itself and Licensee, its
affiliates  and  their  agents,  employees, directors and permitted assigns such
claim,  demand,  suit,  action  or proceeding, and, in the event any judgment or
settlement  is  rendered  against  either  or  both of Licensor or Licensee, its
affiliates  and  their  agents,  employees, directors and authorized assigns for
damages  in  any  such  suit, action or proceeding, Licensor shall indemnify and
save  harmless  Licensee,  its affiliates and their agents, employees, directors
and  authorized assigns from all such costs and damages, but only in this regard
only  in  any  fiscal  year  of  Licensee to the extent of *** percent (***%) of
Running  Royalties  accruing  to  Licensor  in  such  year.

     (c)  If  Licensor  fails  to  timely dispose of the above mentioned claims,
demands,  suits,  actions,  or proceedings as provided in sub-section (b) above,
Licensee  shall  have  the  right,  upon  notification  to Licensor, but not the
obligation,  to  take all necessary action on behalf of itself and Licensor, and
deduct  up  to in any fiscal year not more than *** percent (***%) of reasonable
costs,  expenses  and  damages  arising in this regard in such year from Running
Royalties  payable  to  Licensor  by  Licensee.

                                   Article IX
                                 Confidentiality
                                 ---------------

9.01  Nondisclosure  Obligations.  (a)  Each  party  understands  that the other
      --------------------------
party's Proprietary Information constitutes valuable property rights. Therefore,
each  party coming into possession of Proprietary Information of the other party
agrees not to provide or otherwise make available, nor permit or otherwise allow
any  of  its  employees to provide or otherwise make available, the whole or any
portion of the other party's Proprietary Information, in any form, to any person
other  than  such  party's  employees  solely  for  purposes of carrying out the
rights,  duties  and  obligations of such party pursuant to this Agreement. Each
party  agrees  that  it  will  notify  its  employees  permitted  access  to the
Proprietary  Information  of  the  other  party  of their obligations under this
Agreement  with  respect  to  use,  reproduction, protection and security of the
other  party's  Proprietary  Information  and  cause its employees having access
thereto  to  execute  written  nondisclosure and confidentiality agreements with
such  party,  prohibiting  such  employees  from


<PAGE>
further  disclosure  of the other party's Proprietary Information or use of such
Proprietary  Information  for  the  benefit of any person other than Licensor or
Licensee.

     (b)  Notwithstanding  the  foregoing,  each  party  shall have the right to
disclose  the  other party's Proprietary Information to its outside consultants,
if  any,  having  a  need  to  know such Proprietary Information for purposes of
carrying  out  the  rights,  duties  and  obligations  of  such party under this
Agreement; subject, however, to the conditions that any such outside consultants
execute  written  nondisclosure  and confidentiality agreements with such party,
prohibiting  such  outside  consultants  from  further  disclosure  of the other
party's  Proprietary  Information  or  use  of  the  other  party's  Proprietary
Information  for  the  benefit  of  any person other than Licensor and Licensee.

     (c) Each party will appropriately safeguard all documents, items of work in
process  and  work  products  that  embody  Proprietary Information of the other
party.  A  party  having  knowledge  of  loss  or  theft  of  the  other party's
Intellectual  Property  or  Proprietary Information shall immediately notify the
other  party  thereof.

9.02  Survival  of  Confidentiality  Obligations.  Each  party  agrees  that its
      ------------------------------------------
nondisclosure  obligations  set  forth in Section 9.01 above will continue after
the termination of this Agreement for any reason whatsoever, and until such time
as  the  other  party,  its  licensors,  successors  or  assigns hold no patent,
copyright,  trade  secret  or  any other proprietary right in such other party's
Proprietary  Information,  or  any  portion  thereof.

9.03  Exceptions  to  Non-Disclosure  Obligations.  The  confidentiality  and
      -------------------------------------------
nondisclosure  obligations of Section 9.01 above shall not apply with respect to
the  other  party's  Proprietary  Information that falls within the scope of the
following:(a)  any such  Proprietary Information that is in the public domain at
the  time  of  disclosure  to  the  receiving  party;  (b)  any such Proprietary
Information that subsequently  becomes public, through no fault of the receiving
party; or (c) any such Proprietary Information that is subsequently disclosed to
the  receiving  party  by  third  parties having no obligation to the disclosing
party,  or  to  any  other  parties  to  maintain  the  confidentiality  of such
Proprietary  Information.  With  respect  to  public  use,  however, the parties
understand and agree that Proprietary Information of a party shall not be deemed
to be in public use or publicly available merely because it may be embraced by a
more  general  disclosure, or merely because it may be derived from combinations
of  disclosures  in  public  use.

                                    Article X
                              Government Approvals
                              --------------------

10.01  Approvals. Licensee shall at its own expense apply in a timely manner for
       ---------
all government approvals, if any, which may be required for the execution of the
transactions  contemplated by this Agreement, and shall furnish evidence of such
approvals  to  Licensor  or  shall  advise  Licensor  that  no  such approval is
required.


<PAGE>
10.02  Export  Controls.  Licensee acknowledges that the further transfer of the
       ----------------
Technology  or the sale of Products by Licensor to persons outside of the United
States  may  from  time  to  time  be  governed  by  the export control laws and
regulations  of  the  United States and Licensee agrees to comply with such laws
and  regulations  at  its  own  expense  and  from  time  to time to obtain such
consents,  if  any,  as  may  be required to enable Licensee to so comply.  This
acknowledgement relates to home office sales by Licensee to third parties within
the  Territory  for  export and is not intended to grant any right or license to
make,  use  or  sell  outside  of  the  Territory.

                                   Article XI
                                  Miscellaneous
                                  -------------

11.01  Assignment.  Neither  this  Agreement nor the Technology nor any right or
       ----------
obligation  hereunder  is assignable or transferable by either party in whole or
in  part  without  the  prior  written  consent  of the other party and any such
purported assignment without such consent shall be void, except, however, upon a
sale  or  transfer  by  a party of all or substantially all of its business as a
going  concern  wherein  the purchasing or acquiring party assumes and agrees to
perform  all  of  the  obligations  of the assigning party under this Agreement.

11.02  Successors and Assigns. This Agreement shall benefit and bind the parties
       ----------------------
and their permitted successors and assigns.

11.03  Integration.  This  Agreement  contains  a  complete  statement  of  all
       -----------
arrangements  between  the parties relating to its subject matter and supersedes
all existing agreements or understandings related thereto.

11.04  Modifications;  Amendments.  This  Agreement  may  only  be modified or a
       --------------------------
provision  hereof waived by a writing signed by the parties which refers to this
Agreement  and  states that it is an amendment or waiver of a provision thereof.
The  failure  of  a  party to insist on strict adherence to any provision hereof
shall  not  be  construed  as  a  waiver  thereof.

11.05  Force  Majure. Neither party shall incur any liability to the other party
       -------------
on  account of any loss or damage resulting from any delay or failure to perform
all  or  any  part  of  this  Agreement,  where  such delay or failure is caused
principally  by  events,  occurrences or causes beyond the reasonable control of
the  parties.

11.06 Invalid Provisions. Any provision of this Agreement which is prohibited or
      ------------------
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to  the  extent of such prohibition or unenforceability without invalidating the
remaining  provisions hereof, and any such prohibited or unenforceable provision
shall  be  valid  in  any  other  jurisdiction.


<PAGE>
ll.07  Section  Headings.  The  section  headings used in this Agreement are for
       -----------------
convenience  of  reference  only and are not to effect the construction or to be
taken  into  consideration  in  the  interpretation  hereof.

11.08  Law.  This  Agreement and the rights and obligations of the parties under
       ---
this Agreement shall be governed by, and construed and interpreted in accordance
with  the  internal substantive laws of the State of Connecticut with respect to
contracts  to  be  performed  in  that  jurisdiction.

11.09 Arbitration. This Agreement and all questions of its interpretation or any
      -----------
claims  or  disputes with respect to any of the transactions contemplated herein
shall  be  determined exclusively in binding arbitration before a single neutral
arbitrator  under  the  rules  then  in  force  of commercial arbitration of the
American  Arbitration Association ("AAA"). The location of the arbitration shall
be  Stamford, Connecticut. Any award in such arbitration may be entered in or an
order of enforcement obtained from any court having jurisdiction. The arbitrator
acting  hereunder shall have the power only to award compensatory damages. Prior
to  the  commencement of any arbitration proceeding, the parties agree to engage
in  mediation  under  the  AAA  rules then in effect. The parties agree to share
equally  the costs of the AAA and of any mediator or arbitrator and otherwise to
bear  their own costs. Notwithstanding the foregoing, claims or disputes between
the  parties  hereto shall be determined judicially when such claims or disputes
arise  from a judicial proceeding brought by a third party against either one or
both  of the parties hereto and one party hereto seeks or may seek reimbursement
or  indemnity  from the other party hereto for the claims asserted by such third
party  in  such  judicial  proceeding.

11.10  Remedies.  Except  as  may  otherwise  be  provided in Section 8.06 above
       --------
concerning  infringements  and  except  for  such  equitable  remedies as may be
required  to  enforce  the  nondisclosure  obligations  in Article IX above, the
remedies  of  the  parties  hereunder  shall be limited to compensatory damages.

11.11  Notices.  All  notices  hereunder  shall be deemed effective when made in
       -------
writing (a) upon receipt when delivered by hand or by facsimile transmission and
acknowledged  electronically  or by air courier and the courier records delivery
or  (b)  three  days  after deposit in the U.S. mail when transmitted by postage
pre-paid  certified  or registered mail return receipt requested, in either case
to  the  addresses  for  the  parties set out herein and to the attention of the
person  signing  below for such party or to such other address and person as may
by  such  notice  be  given.

11.12 Counterparts. This Agreement may be executed in any number of counterparts
      ------------
and  each  counterpart  will  be  considered  for  all  purposes  as an original
agreement,  but all such counterparts shall in the aggregate constitute a single
agreement.


<PAGE>
IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  as of the
Effective  Date  by  their  officers  thereunto  duly  authorized.

CLEAN  DIESEL  TECHNOLOGIES,  INC.


By:  /s/  James  M.  Valentine

-----------------------------------
NAME:  JAMES  M.  VALENTINE

------------------------------------------

Title:  President  &  C.O.O.

-----------------------------------



COMBUSTION  COMPONENTS  ASSOCIATES,  INC.


By:  /s/  Edward  H.  Bird

-----------------------------------

Name:  Edward  H.  Bird

-----------------------------------

Title:  V.P.  Finance  &  Adm.

-----------------------------------


<PAGE>
                                   SCHEDULE A
                                   ----------

                                Licensed Patents
                                ----------------
                               (CDT/CCA Agreement)


A.     US  Patent  5,976,475   Process  patent.  Return
                                        flow  injection  system
                                        for  urea  using  reagent
                                        for  injector  cooling
                                        single  fluid  or  air
                                        assisted.

B.     US  Patent  6,063,350   Continuation  in  part  of
                                        A  above.  Method  to
                                        operate  and  control  the
                                        return  flow  system.
                                        Modular  in-tank  assembly
                                        identified  embodiment.

C.     US  Patent  6,279,603   Reagent  cooled  injector

D.     US  Patent  5,924,280   EGR/SCR  -  Reducing  NOx
                                        while  maximizing  fuel  economy.



     US  Trademark  No.  2,368,220     ARIS  (R)  2000  urea
                                   injection  system




                                   SCHEDULE B
                                   ----------

                                Running Royalties
                                -----------------




Licensee  shall pay to Licensor a royalty of $***/injector sold plus ***% of the
sales  price  of  other  system  components sold by Licensee excluding catalyst,
start-up  services,  testing  services,  installation  and  freight.


<PAGE>