Exhibit 10.5

                              EMPLOYMENT AGREEMENT
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AGREEMENT  made  as  of  the 1st day of March, 2001 by and between, CLEAN DIESEL
TECHNOLOGIES,  INC.  a  Delaware  corporation  of 300 Atlantic Street, Stamford,
Connecticut  06901  (the "Company"), and DAVID W. WHITWELL of 5 Mohegan Lane Rye
Brook,  NY  10573  ("Employee").

WHEREAS,  the  Company  desires certain services for itself and its subsidiaries
and affiliates and Employee desires to contract with the Company to perform such
services;

NOW THEREFORE, in consideration of the mutual covenants hereinafter recited, the
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereto agree as
follows:


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TERM:  THIS  AGREEMENT  SHALL  COMMENCE  AS OF THE DATE FIRST WRITTEN ABOVE (THE
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"COMMENCEMENT  DATE")  AND  SHALL CONTINUE THEREAFTER UNTIL TERMINATED BY EITHER
PARTY  AS  PROVIDED  BELOW.
SCOPE OF WORK; TITLE:  ON THE COMMENCEMENT DATE EMPLOYEE SHALL BE VICE PRESIDENT
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AND  CHIEF FINANCIAL OFFICER OF THE COMPANY.  IN SUCH EMPLOYMENT, EMPLOYEE SHALL
ON  A  FULL-TIME  BASIS DIRECT ALL OF HIS EFFORTS TOWARD THE PERFORMANCE OF SUCH
DUTIES  AS SHALL BE ASSIGNED TO HIM BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF  THE  COMPANY.  "FULL  TIME" SHALL MEAN NO OTHER SUBSTANTIAL OUTSIDE BUSINESS
ACTIVITIES.
SALARY;  BENEFITS:  THE  COMPANY  AGREES  TO  CAUSE  EMPLOYEE TO BE PAID FOR HIS
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SERVICES  HEREUNDER  AT  THE  RATE OF ONE HUNDRED SIXTY FIVE THOUSAND ($165,000)
DOLLARS  PER  YEAR, EMPLOYEE TO BE PAID SUCH AMOUNTS BY THE COMPANY ACCORDING TO
ITS  NORMAL  AND  CUSTOMARY  PROCEDURES FROM TIME TO TIME IN EFFECT BUT NOT LESS
OFTEN THAN MONTHLY.  EMPLOYEE SHALL BE ENTITLED TO PARTICIPATE FROM TIME TO TIME
IN  SUCH  BENEFIT PROGRAMS AS THE COMPANY MAY CUSTOMARILY EXTEND TO ITS OFFICERS
AND  EMPLOYEES  AS  A CLASS.  THIS AGREEMENT MAY NOT BE CONSTRUED TO PREVENT THE
COMPANY FROM RESCINDING ANY SUCH BENEFIT FOR EMPLOYEE SO LONG AS SUCH RESCISSION
APPLIES  TO  OFFICERS  OR  EMPLOYEES  AS  A  CLASS.
EXPENSES:  EMPLOYEE  SHALL  BE  REIMBURSED  BY  THE COMPANY FOR ALL ORDINARY AND
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NECESSARY OUT OF POCKET EXPENSES INCURRED BY EMPLOYEE IN PERFORMING HIS SERVICES
HEREUNDER.  SUCH  EXPENSES  TO  BE REPORTED FROM TIME TO TIME BY EMPLOYEE ON THE
COMPANY'S  CUSTOMARY  FORM  OF  EXPENSE REPORT AND SUBMITTED FOR APPROVAL TO THE
COMPANY PURSUANT TO ITS POLICIES FROM TIME TO TIME IN EFFECT.
TERMINATION  OF EMPLOYMENT:   JUST CAUSE.  THE COMPANY MAY AT ANY TIME TERMINATE
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THIS AGREEMENT FOR JUST CAUSE.  JUST CAUSE SHALL MEAN CONVICTION OF THE EMPLOYEE
UNDER,  OR  A  PLEA  OF  GUILTY  BY THE EMPLOYEE TO, ANY STATE OR FEDERAL FELONY
CHARGE;  ANY  INSTANCE  OF FRAUD, EMBEZZLEMENT, SELF-DEALING, INSIDER TRADING OR
SIMILAR  MALFEASANCE  WITH  RESPECT  TO  THE COMPANY REGARDLESS OF THE AMOUNT OF
MONEY  OR  VALUE  OF PROPERTY INVOLVED; SUBSTANCE ABUSE WHICH SHALL, IN THE SOLE
DISCRETION  OF  THE  BOARD  OF  DIRECTORS  OF  THE  COMPANY,  LIMIT  EMPLOYEE'S
PERFORMANCE  OF  HIS  DUTIES;  OR  ANY  TRANSGRESSION  FOR  WHICH TERMINATION OF
EMPLOYMENT  IS  IDENTIFIED  AS  A  DISCIPLINARY  MEASURE IN ANY COMPANY EMPLOYEE
MANUAL  OR  WRITTEN  POLICY.
               Disability.  The  Company  may  terminate this agreement upon the
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physical  or  mental  disability  of  Employee, if the Directors shall determine
that, as a result of such disability Employee has for a continuous period of six
(6) months been substantially absent from his customary place of work and unable
to  perform  his  customary  duties.
               At  Will.  Either  of  Employee  or  Company  may  terminate this
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agreement  on  written  notice one to the other.  Where Employee shall terminate
this  agreement  by  resigning  his  employment,  he shall provide three month's
written  notice  thereof  to  Company.  Where  Company  shall  so terminate this
agreement  under this clause and not for just cause or disability, Company shall
provide  salary  and  benefit continuation (in the amount and of the nature then
enjoyed  by  Employee)  to  the Employee month to month for a period of nine (9)
months  or until Employee shall sooner find other employment.  The obligation of
Company  hereunder to provide salary and benefit continuation shall subsist only
so  long as Employee shall diligently continue to seek other employment.  "Other
employment"  shall  mean  other  substantially comparable employment as Employee
shall  have  held  with the Company or an affiliate thereof. Termination at will
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under  this sub-section (c) shall also include constructive discharge within one
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year  following  a  Change  in  Control  of  the  Company.  "Constructive
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discharge"  means  that  the  responsibilities  of Employee have been materially
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diminished or Employee's position is to be relocated more than one hundred miles
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from  the  Company's  headquarters at the time of Change in Control.  "Change in
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Control"  has  the  meaning  for such phrase as is set out in the Company's 1994
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Incentive  Plan.
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Discoveries  and  Inventions:  (a)  All  patentable and unpatentable inventions,
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discoveries and ideas which are made or conceived by Employee during the term of
this  Agreement,  and  which  are based upon or arise out of Employee's services
hereunder ("Developments") are or shall become the Company's property.  Employee
agrees  to  disclose promptly to the Company each such Development and, upon the
Company's  request and at its expense, Employee whether or not still employed by
the  Company  or  during  the  term  of  this  agreement or not, will assist the
Company,  or  its  designee,  in  making  application  for Letters Patent in any
country  in the world.  Employee further agrees to execute all papers and do all
things  which  may be necessary or advisable to prosecute such applications, and
to  transfer  to  and vest in the Company, or its designee, all the right, title
and  interest  in and to such Developments, and all applications for patents and
Letters  Patent  issued  thereon.  If  for  any  reason  Employee  is  unable to
effectuate  a  full  assignment  of  any  such  Development,  Employee agrees to
transfer  to  the  Company,  or  its  designee,  Employee's transferable rights,
whether  they  be  exclusive or non-exclusive, or as a joint inventor or partial
owner  of  the  Development.  No  action or inaction by the Company shall in any
event  be  construed  as  a  waiver  or  abandonment  of  its rights to any such
Development  except an instrument in writing signed by an authorized official of
the  Company  by  which  it  specifically  states it intends to be bound in such
respect.
Proprietary  Information:  Employee will not at any time, either during the term
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of  this Agreement or thereafter, disclose to others, or use for his own benefit
or  the  benefit  of  others,  any  of  the  Developments  or  any confidential,
proprietary or secret information owned, possessed or used by the Company or any
of  its  subsidiaries  or  affiliates (collectively, "Proprietary Information"),
which, by way of illustration, but not limitation, includes devices, structures,
machines,  processes,  trade  secrets,  disclosures,  data,  know-how,  business
opportunities,  marketing  plans,  forecasts,  unpublished financial statements,
budgets,  and  information  concerning  prices,  costs, employees, customers and
suppliers.  Employee's  undertakings and obligations under this Paragraph 7 will
not  apply  to  any  Proprietary  Information which: (a) is or becomes generally
known  to  the  public  through  no  action  on  the  part of Employee or (b) is
generally  disclosed  to third parties by the Company or any of its subsidiaries
or  affiliates  without  restriction on such third parties.  Upon termination of
this Agreement or at any other time upon request, Employee will promptly deliver
to  the  Company  all  notes,  memoranda,  notebooks,  drawings,  designs, three
dimensional figures, photographs, layouts, diagrams, records, reports, files and
other  documents  (and  all  copies  or  reproductions of such materials) in his
possession  or  under  his  control,  whether  prepared  by him or others, which
contain  Proprietary  Information.  Employee  acknowledges that this material is
the  sole  property  of  the  Company  or  an  affiliate  of  the  Company.
Non-Competition:  Following  the  termination  of  Employment  for  any  reason,
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Employee  agrees that Employee will not recruit, entice, induce or encourage any
of the Company's other employees or consultants to engage in any activity which,
were  it  done  by  Employee,  would  violate  any  provision of this Agreement.
Employee shall not during a one (1) year period following Employee's termination
of  employment  with  the  Company undertake employment with a competitor of the
Company or its affiliates in a line of business substantially similar to that of
the  Company  or  its  affiliates  and in a position where there is a reasonable
probability  that  Employee  would  make  use  of



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the  Company's  Proprietary  Information for such competitor.  For such one year
period  and before performing any services for others, as employee or consultant
or  otherwise,  in  the  actual  lines  of  business in which the Company or its
affiliates  were engaged during his term of employment, Employee will notify the
Company  of the general nature of the services to be performed and the party for
whom  they  will be performed and Employee will, also, prior to undertaking such
service  or  employment inform the other party of the existence of this covenant
in  this  Agreement.  Employee  admits  that  breach  of his covenants hereunder
regarding  the  Company's  Proprietary  Information  is  likely to cause serious
economic  injury  to  the  Company.
Assignment:  This  Agreement  may  not  be  assigned by either party without the
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prior  written  consent  of  the  other  party.
Continuing  Obligations:  The  Employee's  covenants set forth in Sections 6, 7,
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and 8 above shall continue according to their terms following the termination of
this  Agreement.  The  Company  may  enforce  its rights under such covenants by
means  of  equitable  judicial remedies, including temporary restraining orders,
temporary  injunctions and injunctions and appeals arising from any applications
for  such  remedies.
Governing  law;  Waiver  of  Jury  Trial  and  Bond.  This  agreement,  the
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interpretation  hereof and any and all disputes between the Company and Employee
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shall  be governed by and interpreted under the internal substantive laws of the
State  of  Connecticut applicable to contracts to be performed in that State and
without  any reference to any conflicts of laws rules.  In any legal proceeding,
including  appeals,  in  any  jurisdiction  between  the  Company  and Employee,
Employee  does  hereby  irrevocably  waive  (a)  any right to trial by jury with
respect  to  any  claim  by  or against the Company and (b) any requirement that
Company  post  any  bond  for  any  reason.
Exclusivity.  Employee's  rights  to  salary  continuation hereunder shall be in
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lieu  of  severance  benefits, if any, separately provided under policies of the
Company from time to time in effect which separately provided severance benefits
Employee  hereby  waives.
Notices.  All  notices  hereunder  shall  be  in  writing  and  shall  be deemed
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effective  upon  receipt  if  hand  delivered  or  if  sent  by  facsimile  and
acknowledged  electronically  or  by  courier and acknowledged.  Notices by mail
shall  be  deemed  received  four  (4) days after delivery if sent priority mail
postage  prepaid  return  receipt requested and the sender shall have the signed
receipt.  In  each  case notices shall be transmitted to the address first given
above  or  such  other  address  as  may  be given by notice as provided herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

Employee                              CLEAN DIESEL TECHNOLOGIES, INC.


By: /s/ David W. Whitwell             By:  /s/  C. W. Grinnell
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        David W. Whitwell                       Charles W. Grinnell
        Vice President                          Vice President


Date: 8/6/01                          Date: 8/7/01
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