Exhibit 10.7
15  June,  2004


Mr.  F.  Azima
One  Palace  Gate
London     W8  5LS



Dear  Farad,

     Following our discussions after the Annual General Meeting, I am pleased to
confirm  the  matters on which we request your advice and assistance in addition
to the assistance you are giving to J M Finn and Nabarro Wells in their approach
to  possible  investors.

     As  discussed, the Company needs to achieve a step change in its ability to
commercialise  its products (Platinum Plus and ARIS 2000) world-wide.  This will
involve  your  assistance  in  consultation  with  the  Board  in:

-     the  recruitment of a CEO to replace Jeremy Peter-Hoblyn on his retirement

-     recruitment  of  non-executive  board  members

-     recommending  partners/licensees  for  the  technology

-     recommending  distribution  agreements

-     establishing  liaison  with  academic  research  institutions

-     evaluation  of  potential  acquisitions

and  all  consequential  matters.

     I  acknowledge  that  you  have  not  carried  out  due  diligence  or  any
investigation  into  the  Company's  financial  position  or  business, which is
outside  the  scope  of  your knowledge.  You are relying in good faith upon the
results  presented at the Company's annual general meeting on 10th June 2004 and
other  historical  information  concerning  the  Company  made available to you.

     You  are  not  qualified to and will not have any responsibility to provide
financial advice or act as financial adviser to the Company or anyone else.  Nor
do  you have any responsibility to raise funding for the Company.  If you attend
meetings  with  potential  investors  in  the  Company, any representations made
regarding  the  Company  will  be  made  by  the management of or the brokers or
financial  advisers to the Company and you will have no responsibility for them.
I  confirm  that, in consideration of your agreeing to assist the Company in its
current  fund  raising  exercise,  the  Company  will indemnify you and hold you
indemnified  against  any  actions claims or demands made or brought against you


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in connection with the performance of your duties as a consultant to the Company
or in connection with any fund raising by the Company, and against all liability
relating  thereto  (including the costs of defending any such litigation).  This
indemnity  will survive the termination of your consultancy for whatever reason.

     Further,  the  Compensation  and  Nominating  Committee  of  the  Board  of
Directors  of  the  Company  will  be  pleased  to nominate you as an additional
director  and  Executive  Vice  Chairman  once  it is clear that the prospective
funding will proceed satisfactorily and the Company will be then able to proceed
to  the  next  level  of  activity  where  your  contribution  will  be  needed.

Yours  sincerely,


/s/  J.  D.  Peter-Hoblyn
-------------------------
Jeremy  D.  Peter  Hoblyn
Chief  Executive  Officer



I agree the terms of the above letter this 18th day of June, 2004.

/s/  Farad  Azima
-----------------
Farad  Azima



[GRAPHIC  OMITED]


CLEAN  DIESEL  TECHNOLOGIES,  INC.
--------------------------------------------------------------------------------
300 Atlantic Street, Suite 702, Stamford, CT 06901-2522 Tel: (203) 327-7050 Fax:
(203)  323-0461


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Farad Azima Esq.,
One Palace Gate,
London W8 5LS                                                    25th  May  2004

Dear  Farad,

     We  are  delighted that you have agreed to advise us as to general business
matters in the capacity of consultant. I write to confirm the arrangements.

     As  you  know,  last year we achieved 'verification status' with US EPA for
our  first  system;  we now believe we are close to achieving broad coverage for
our  two  primary  systems with EPA and that CARB seem likely to verify at least
one  system  in  due course.  As we achieve these crucial thresholds it is vital
that  we  position  ourselves  to maximise the opportunities that are opening up
both  in  USA  and  internationally.  Your  advice  and  assistance is sought in
planning  and  affecting  the  strategies  that  we  need to put in place.  This
broadly  defines  the  task.

     We  have  agreed  a fee of  25,000 per quarter payable in arrears effective
1st  June  2004.

     The  term of the consultancy is initially for 3 months and is extendable as
mutually  agreed.  On  or  by  the  completion of the consultancy and subject to
agreeing  a  suitable  plan  for  the next phase of the company's development we
would propose to the Board that you be nominated for appointment to our Board in
such  capacity  as  shall  be  mutually agreed and approved by the Board at that
time.

     As  a  consultant you will observe the usual confidentiality terms and will
not undertake any similar consulting work for a competing business.

     As agreed you will need appropriate office facilities and, as far as London
is  concerned,  you  are  welcome  to use my office in Queen Anne Street and the
Company's offices in Stamford are available to you.  You may need to visit other
locations. Travel expenses will be reimbursed on a business class basis.

     I  am  also  recommending  to  the  Board that you be granted warrants over
250,000 of the company shares at an exercise price equal to the placing price in
the  funding  proposed  by  Eddie  Edmonstone  and  conditional  upon successful
completion  of that funding.  The warrants will have a ten year life and will be
transferable.

Agreed                              Yours  sincerely,
/s/  F.  Azima                      /s/   Derek  Gray
May  25  2004

                                    Chairman


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