Exhibit 10(h)

                         CLEAN DIESEL TECHNOLOGIES, INC.
       1994 INCENTIVE PLAN - - NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

     NON-QUALIFIED STOCK OPTION AWARD AGREEMENT dated as of {DATE]   between
Clean Diesel Technologies, Inc., a Delaware corporation (the "Company") of 300
Atlantic Street, Stamford Connecticut 06901 U.S.A., and
{NAME] (the "Participant"), an employee of the Company.

     WHEREAS, the Company desires to afford to the Participant an opportunity to
purchase  shares  of  the  Company's  Common  Stock  pursuant  to the grant of a
non-qualified  stock  option  award under the Company's 1994 Incentive Plan (the
"Plan");  and

     WHEREAS, the Participant desires to obtain such opportunity;

     NOW THEREFORE, the parties agree, as follows:

     1.  Option  Grant.  The  Company  grants  to the Participant as of the date
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first written above (the "Grant Date") the right and non-qualified option ("this
Option"), to purchase XXX (XXX) shares of Common Stock of the Company, par value
$0.05  per  share  ("the Stock") at the exercise price per share of U.S. $XX.XX,
subject,  in  all  respects,  to the terms and conditions of the Plan and to the
following  terms  and  conditions.

     2.  Vesting.  This  Option  shall only be first exercisable, in whole or in
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part, with respect to the shares optioned, as to 33 1/3% thereof, immediately on
the  Grant Date, and, as to 66 2/3% and 100% thereof, after 5:00 p.m. on the day
preceding  the  first and second anniversaries, respectively, of the Grant Date.
Pursuant  to  and as defined in the Plan, however, this Option shall immediately
vest  upon  a  Change  of  Control  of  the  Company.

     3.  Term  and  Termination.  (a)  The term of this Option shall be a period
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commencing  on  the Grant Date and ending at 5:00 p.m. on the date preceding the
tenth  anniversary  thereof  ("Expiration  Date").  Upon  the termination of the
Participant's status as an employee of the Company on account of:

(i)  reasons  other  than  normal retirement, death, total disability and cause,
such portion of this option that has not then vested shall terminate immediately
but  such  portion of this option that has then vested shall continue and become
non-exercisable immediately at 5:00 p.m. upon a date (in no event later than the
Expiration  Date)  after  such  termination of the Participant's status which is
determined under the following table and corresponds to the Participant's length
of  service  with  the  Company:

<TABLE>
<CAPTION>
     Length of Service                     Time Within Which to Exercise
     -----------------                     -----------------------------
<S>                                        <C>
Less than three (3) years                  One hundred eighty (180) days
Between three (3) and five (5) years       Two (2) years
Between five (5) and seven (7) years       Three (3) years
More than seven (7) years                  Five (5) years
</TABLE>

Notwithstanding the foregoing, however, if there shall be a change of control in
which  seventy  five percent (75%) or more of the capital stock or assets of the
Company shall have been acquired by a single person or a control group, then the
time within which to exercise this option shall be limited to one hundred eighty
(180)  days  following  the  Participant's  change  in  status.

(ii)  death,  total  disability  or  normal  retirement,  such  portion  of this
option  that has not then vested shall terminate immediately but such portion of
this


<PAGE>
Option that has then vested may be exercised by the Participant or, pursuant to
and as defined in the Plan, the Participant's Beneficiary, at any


Stock  Option  Agreement  [DATE]

time  during the period ending on the Expiration Date (provided that such option
would  have  been able to have been exercised according to its terms absent such
death,  total  disability  or  normal  retirement);  or

(iii)  cause, in which case all options granted hereunder shall terminate and be
immediately  nonexercisable.

(b)  Notwithstanding  the  foregoing,  where termination shall not have been for
cause,  of  which  the  Board shall be the sole judge, the Board may in its sole
discretion  permit  options  hereunder to be exercised by the Participant at any
time  during  the  period ending not later than the Expiration Date as the Board
shall  agree,  provided  such option would have been able to have been exercised
according  to  its  terms  absent  termination.

(c) "Normal Retirement" shall mean resignation of the Participant's status as an
employee or officer of the Company or a subsidiary thereof on or after attaining
age sixty-five (65) or such earlier age as to which the Board shall consent.
"Cause" shall mean, in the sole judgement of the Board, conviction of the
Participant under, or a plea of guilty by the participant to any State or
Federal felony charge (or the equivalent thereof outside of the United States);
any instance of fraud, embezzlement, self-dealing, insider trading or similar
malfeasance with respect to the Company regardless of amount; substance or
alcohol abuse; or other conduct for which dismissal has been identified in any
written Company policy statement, as a potential disciplinary measure. "Company"
shall mean a subsidiary of the Company.

     4.  Method  of  Exercise.  This Option may be exercised only by one or more
         --------------------
notices  from  time  to  time in writing of the Participant's intent to exercise
this  Award,  or  a  portion  thereof,  delivered  to the Secretary or the Chief
Financial  Officer  of  the  Company,  or  their  delegates,  accompanied by the
Participant's  check or a bank check in the amount of the exercise price, or, in
lieu  thereof,  by delivery to the Company of that number of shares of the Stock
equal  in  value  (determined on the same basis as for the grant of Awards under
the  Plan)  to  the  exercise  price  and  any required withholdings provided in
Section  5  below,  or by surrendering to the Company of the shares exercised so
many  as  shall  equal such value, unless the Participant has within a period of
six  months  previously  exercised  a  Company  stock  option  by  delivering or
surrendering  shares  of  the  Stock.

     5.  Taxes.  At  the  time of exercise of this Option, the Participant shall
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deliver  to  the  Company,  if  required  by the Company, a check payable to the
Company  equal,  in the sole opinion of the Company, to the applicable national,
state,  provincial  and  local  income or other taxes and other pay-roll related
items legally required to be withheld by reason of such exercise.

     6.  Securities  Laws;  Transferability;  Governing  Law;  Arbitration.  The
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Stock  may  only  be  purchased,  if  there  is  with  respect  to  the  Stock a
registration statement or qualification in effect under applicable U.S. or State
securities  laws  or an exemption therefrom. This Option may not be transferred,
assigned  or pledged except in accordance with the Plan. This Option is governed
by  Connecticut Law and any disputes relating to this Option shall be determined
in  arbitration  as  provided  in  the  Plan.


<PAGE>
     IN WITNESS WHEREOF, the Company and the Participant have each executed this
Agreement, all as of the day and year first above written.

Clean Diesel Technologies, Inc.


By
(Vice) President                                Participant