Exhibit 3(ii)

                         Clean Diesel Technologies, Inc.
                             A Delaware Corporation

                                     BY-LAWS
                      As amended through December 20, 2005

                                    ARTICLE I

                                     OFFICES
                                     -------

          Section 1.1.     Registered Office.  The Corporation's registered
                           -----------------
office shall be in the City of Wilmington, County of New Castle, State of
Delaware.

          Section 1.2.     Other Offices.  The Corporation may also have offices
                           -------------
at such other places within or without the State of Delaware as the Board of
Directors shall determine.

                                   ARTICLE II

                                  STOCKHOLDERS
                                  ------------

          Section 2.1.     Place of Meeting.  Meetings of stockholders may be
                           ----------------
held at such places within or without the State of Delaware as the Board of
Directors shall determine.

          Section 2.2.     Annual and Special Meetings.  Annual meetings of
                           ---------------------------
stockholders shall be held (at dates, times, and places fixed by the Board of
Directors and stated in the notice of meeting) to elect Directors and to
transact such other business as may properly come before the meeting; provided,
                                                                      --------
however, that the date of each such annual meeting shall be within thirteen
-------
months subsequent to the later of the date of the Corporation's incorporation or
the date of the last annual meeting of stockholders.  Special meetings of
stockholders may be called by the Chief Executive Officer for any purpose.  If
directed by the Board of Directors or requested in writing by the holders of not
less than 25% of the aggregate of the


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Corporation's then outstanding capital stock, special meetings of stockholders
shall be called by the Chief Executive Officer or the Secretary.  Each such
stockholder request shall state the purpose of the proposed meeting.

          Section 2.3.     The Secretary of the Corporation shall or shall cause
the Corporation's Transfer Agent to prepare, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting.  Such list shall be arranged in alphabetical order and shall show
each stockholder's address and the number of shares registered in such
stockholder's name.  Such list shall be open to examination by any stockholder
for any purpose germane to the meeting during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting (or, if not so specified, at the place where the meeting
is to be held).  The list shall be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

          Section 2.4.     Organization.  The person designated by the Board of
                           ------------
Directors (or, in the absence of such designation, the highest ranking officer
of the Corporation who is present at the meeting) shall call to order meetings
of stockholders and shall act as chairman of such meetings.  The Secretary of
the Corporation shall act as secretary of meetings of stockholders.  If the
Secretary of the Corporation is absent from the meeting, the secretary of the
meeting shall be such person as the chairman of the meeting shall appoint.

          Section 2.5.     Conduct of Business.  The chairman of any meeting of
                           -------------------
stockholders shall determine the order of business and the


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procedures to be followed at the meeting, including regulation of the manner of
voting and of the conduct of discussion.

          Section 2.6.     Notice.  Except as otherwise provided by law, written
                           ------
notice of the time, date, and place of meeting (and, in the case of a special
meeting, the purpose thereof) shall be given to each stockholder not less than
10 days and not more than 60 days before the date on which the meeting is to be
held.

          Section 2.7.     Quorum.  At any meeting of stockholders, the holders
                           ------
of record (present in person or by proxy) of one third of the shares of capital
stock entitled to vote at the meeting shall constitute a quorum for the
transaction of business, except as otherwise required by law.  In the absence of
a quorum, the chairman or secretary of the meeting may adjourn the meeting in
the manner provided in Section 2.8 hereof until a quorum is present.

          Section 2.8.     Adjournment.  Any meeting of stockholders, annual or
                           -----------
special, may be adjourned from time to time to reconvene at the same place or
another place.  A determination in accordance with Article V hereof of
stockholders of record with respect to a meeting of stockholders shall apply to
any adjournment of such meeting; provided, however, that the Board of Directors
                                 --------  -------
shall have authority to fix a new record date for the adjourned meeting.  Notice
need not be given of any such adjourned meeting if the date, time, and place
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the adjournment is for more than thirty days or if a
--------  -------
new record date is fixed for the adjourned meeting, written notice of the date,
time, and place of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the adjourned meeting.  At the adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.


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          Section 2.9.     Proxies and Voting.  At any meeting of stockholders,
                           ------------------
each stockholder entitled to vote may vote in person or by proxy.  Each
stockholder shall have one vote for each share of capital stock entitled to vote
which is registered in his name on the record date for the meeting, except as
otherwise provided in these By-Laws or as otherwise required by law.  All voting
by stockholders, except on the election of directors and except as otherwise
required by law, may be by voice vote; provided, however, that upon demand
                                       --------  -------
therefor by a stockholder (or by his proxy) entitled to vote, a stock vote shall
be taken.  Each stock vote shall be taken by written ballots, each of which
shall state the name of the stockholder (or proxy) voting.  Each vote taken by
ballots shall be counted by an inspector or inspectors appointed by the chairman
of the meeting.  Elections of Directors shall be determined by a plurality of
the votes cast; except as otherwise required by law, all other matters shall be
determined by a majority of votes cast.

                                   ARTICLE III

                                    DIRECTORS
                                    ---------

          Section 3.1.     Number, Election, Term, and Removal of Directors.
                           ------------------------------------------------
Each Director shall be elected for a term of one year and until his successor is
elected and qualified, except as otherwise provided in these By-Laws or as
otherwise required by law.  The first Board of Directors shall consist of one
Director.  Thereafter, the number of Directors shall be determined by the Board
of Directors or by the stockholders.  The Directors shall all be elected by the
stockholders in accordance with Section 2.9 hereof at the annual meeting of
stockholders.  Vacancies and newly created directorships resulting from an
increase in the number of Directors may be filled (for the unexpired term and
until a successor Director is elected) by a majority of the Directors then in
office (although less than a quorum), by


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the sole remaining Director, or by the stockholders.  Any Director may be
removed with or without cause by the stockholders.

          Section 3.2.     Chairman of the Board.  The Directors may elect one
                           ---------------------
of their members to be Chairman of the Board of Directors.  The Chairman of the
Board of Directors shall be subject to the control of, and may be removed with
or without cause by, the Board of Directors.  The Chairman of the Board of
Directors shall perform such duties as may from time to time be assigned to him
by the Board of Directors.

          Section 3.3.     Meetings.  Regular meetings of the Board of Directors
                           --------
shall be held at such dates, times, and places as may from time to time be fixed
by the Board of Directors.  Notice need not be given of regular meetings of the
Board of Directors.  Special meetings of the Board of Directors may be held at
any date, time, and place upon the call of the Chairman of the Board or the
President, and shall be called by the Secretary if and as directed by one-third
of the Directors then in office.  Telegraphic or other written notice of the
place, date, and time of each special meeting of the Board of Directors shall be
given not less than two days before such meeting to each Director who shall not
waive such notice.  Meetings of the Board of Directors may be held without
notice immediately after annual meetings of stockholders.

          Section 3.4.     Action Without Meeting.  Nothing contained in these
                           ----------------------
By-Laws shall be deemed to restrict the power of the Board of Directors or of
any committee of the Board of Directors to take any action without a meeting.

          Section 3.5.     Telephonic Meetings.  Nothing contained in these
                           -------------------
By-Laws shall be deemed to restrict the power of members of the Board of
Directors, or of any committee of the Board of Directors to participate in
meetings of the Board of Directors (or of such committees) by means of


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conference telephone or similar communications equipment by means of which all
persons participating in such meeting can hear each other.

          Section 3.6.     Quorum; Act of the Board of Directors.  One-half of
                           -------------------------------------
the total number of Directors shall constitute a quorum for the transaction of
business.  If a quorum is not present at any meeting of the Board of Directors,
a majority of the Directors present may adjourn the meeting to another place,
date, and time without further notice or waiver.  Except as otherwise provided
by law, by the Certificate of Incorporation, by these By-Laws, or by any binding
contract or agreement to which the Corporation is a party, the act of a majority
of the Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors.

          Section 3.7.     Committees of the Board of Directors.  The Board of
                           ------------------------------------
Directors, by resolution adopted by a majority of the whole Board of Directors,
may designate one or more committees (including, without limitation, an
Executive Committee) to have and to exercise such power and authority as the
Board of Directors shall specify.  In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting may (whether or not he or they constitute a quorum)
unanimously appoint another Director to act at the meeting in place of the
absent or disqualified committee member.  Each committee may fix procedural
rules for meeting and for conducting its business and shall act in accordance
therewith, except as other wise provided in these By-Laws or as otherwise
required by law.  Adequate provision shall be made for notice to committee
members of all committee meetings.  One-half of the members of each committee
shall constitute a quorum (unless the committee shall consist of one member, in
which event one member shall


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constitute a quorum).  All matters shall be determined by a majority vote of the
committee members present at the committee meeting.

          Section 3.8.     Minutes of Meetings of Committees.  Each committee of
                           ---------------------------------
the Board of Directors shall keep minutes of its meetings and shall report the
same when and as required by the Board of directors.

          Section 3.9.     Compensation of Directors.  Pursuant to resolution of
                           -------------------------
the Board of Directors, Directors may be paid their expenses of attendance at
meetings on the Board of Directors and may also be paid either a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary for
service as a Director.  Pursuant to resolution of the Board of Directors,
members of committees of the Board of Directors may be allowed like compensation
for attending meetings of committees of the Board of Directors.  No payment
referred to in this Section 3.9 shall preclude any Director from serving the
Corporation in any other capacity or from receiving compensation therefor.

                                   ARTICLE IV

                                    OFFICERS
                                    --------

          Section 4.1.     General.  The Corporation's officers shall consist of
                           -------
a Chief Executive Officer, a President, one or more Vice Presidents, a
Secretary, a Treasurer, and such other officers (which may include one or more
Assistant Secretaries and Assistant Treasurers) with such titles and duties as
the Board of Directors shall determine.  Any number of offices may be held by
the same person.  Each officer shall be elected by the Board of Directors, shall
be subject to supervision and direction by the Board of Directors, shall serve
at the pleasure of the Board of directors, and shall hold office for the term
prescribed by the Board of Directors.  The salaries of all officers shall be
fixed by the Board of Directors.  The


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authority, duties, or responsibilities of any officer may be suspended by the
Board of Directors with or without cause.  Any officer may be removed at any
time by the Board of Directors with or without cause.

          Section 4.2.     The Chief Executive Officer.  The Chief Executive
                           ---------------------------
Officer shall be the Corporation's chief executive officer.  Subject to the
provisions of these By-Laws and to the direction of the Board of Directors, the
Chief Executive Officer shall have responsibility for general management and
control of the Corporation's affairs and business and shall perform all duties
and have all powers which are commonly incident to the office of chief executive
or which are delegated to him by the Board of Directors.  The Chief Executive
Officer shall have power to sign all stock certificates, contracts, and other
authorized instruments of the Corporation.  The Chief Executive Officer shall
have general supervision and direction of the Corporation's other officers and
agents.

          Section 4.3.     The President. The President shall be responsible for
                           -------------
the day to day operations of the Corporation as may be delegated to the
President by the Chief Executive Officer from time to time and, if the Chief
Executive Officer shall be absent or unable to act, the President shall act in
the stead of the Chief Executive Officer.

          Section 4.4.     The Vice Presidents.  In the President's absence (or
                           -------------------
in the event of his inability or refusal to act), the Vice President (or if
there be more than one Vice President, the Vice Presidents in the order
designated by the Board of Directors, or in the absence of such designation,
then in the order of their election, starting with the first to be elected),
shall perform all duties of the President.  When so acting, such Vice President
shall have all powers of, and be subject to all restrictions


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upon, the President.  The Vice President(s) shall perform such other duties, and
shall have such other powers, as the Board of Directors shall prescribe.

          Section 4.5.     The Secretary; Assistant Secretaries.  The Secretary
                           ------------------------------------
shall attend all meetings of the Board of Directors and all meetings of
stockholders, and shall record the proceedings of such meetings in a book or
books to be kept for that purpose.  If so directed by the Board of Directors,
the Secretary shall perform similar duties with respect to meetings of
committees of the Board of Directors.  The Secretary shall give (or cause to be
given) notice of all meetings of stockholders and of all special meetings of the
board of directors.  The Secretary shall have custody of the Corporation's seal
and he (or any Assistant Secretary) shall have authority to affix such seal to
any appropriate instrument.  When so affixed, such seal may be attested by the
Secretary's (or such Assistant Secretary's) signature.  The Board of Directors
may give general authority to any other officer to affix the Corporation's seal
and to attest such affixation by such other officer's signature.  In the
Secretary's absence (or in the event of his inability or refusal to act), the
Assistant Secretary (or if there shall be more than one Assistant Secretary, the
Assistant Secretaries in the order designated by the Board of Directors, or in
the absence of such designation, then in the order of their election, starting
with the first to be elected) shall have all powers of, and be subject to all
restrictions upon, the Secretary.  The Secretary and the Assistant Secretary (or
Assistant Secretaries) shall perform such other duties, and shall have such
other powers, as the Board of Directors shall prescribe with respect to each
such office.

          Section 4.6.     The Treasurer; Assistant Treasurers.  The Treasurer
                           -----------------------------------
shall have custody of the Corporation's monies and securities, shall keep
regular books of account, and shall deposit all of the


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Corporation's monies and other valuable effects in the name of (and to the
credit of) the corporation in one or more depositories designated by the Board
of Directors.  The Treasurer shall disburse the Corporation's funds as directed
by the Board of Directors and shall take vouchers for such disbursements.  The
Treasurer shall render to the Board of Directors at its regular meetings (or
when otherwise directed by the Board of Directors) an account of his
transactions as Treasurer and of the Corporation's financial condition.  In the
absence of the Treasurer (or in the event of his inability or refusal to act),
the Assistant Treasurer (or if there shall be more than one Assistant Treasurer,
the Assistant Treasurers in the order designated by the Board of Directors, or
in the absence of such designation, then in the order of their election,
starting with the first to be elected) shall have all powers of, and be subject
to all restrictions upon, the Treasurer.  The Treasurer and the Assistant
Treasurer (or Assistant Treasurers) shall perform such other duties, and shall
have such other powers, as the Board of Directors shall prescribe with respect
to each such office.

          Section 4.7.     Delegation of Authority.  The Board of Directors may
                           -----------------------
from time to time delegate the powers or duties of any officer to any other
officer or agent, notwithstanding any other provision of these By-Laws.

          Section 4.8.     Facsimile Signatures of Officers.  Facsimile
                           --------------------------------
signatures of any officer may be used whenever authorized by these By-Laws or by
the Board of Directors.

          Section 4.9.     Action with Respect to Securities of Other Entities.
                           ---------------------------------------------------
Unless otherwise prescribed by the Board of Directors, the Chief Executive
Officer, the President or Secretary (or any other officer designated by the
Chief Executive Officer to act in their stead) shall have power and authority on
the Corporation's behalf to attend (and to act and


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vote at) meetings of holders of securities of any entity in which the
Corporation shall own or hold securities. At such meetings, the Chief Executive
Officer, the President, Secretary or Chief Executive Officer's designee, as the
case may be, shall possess (and may exercise) all rights and powers incident to
the ownership or holding of such securities which the Corporation might have
possessed and exercised. The Chief Executive Officer, the President, the
Secretary or the Chief Executive Officer's designee may execute and deliver on
the Corporation's behalf powers of attorney, proxies, consents, waivers, and
other instruments relating to the securities owned or held by the Corporation.

                                    ARTICLE V

                                  CAPITAL STOCK
                                  -------------

          Section 5.1.     Stock Certificates.  Certificates for shares of the
                           ------------------
Corporation's capital stock shall be in such form as shall be permitted by law
and approved by the Board of Directors.  Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by the Chairman of the Board of Directors if one shall be
incumbent) or the President or a Vice President and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the
number of shares owned by him in the corporation.  If such certificate is
countersigned (1) by a transfer agent other than the Corporation or its
employee, or (2) by a registrar other than the Corporation or its employee, any
other signatures on the certificate may be facsimile.  In case any officer who
has signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date of issue.


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          If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the designations, preferences and
relative, participating optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificates which the Corporation shall issue to represent such
class or series of stock or there shall be set forth on the face or back of the
certificates which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish, without charge to each
stockholder who so requests, the designations, references and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.  Any restriction imposed upon the transfer of shares or
registration of transfer of shares shall be noted conspicuously on the
certificate representing the shares subject to such restriction.

          Section 5.2.     Transfer of Shares.  Shares of the Corporation's
                           ------------------
capital stock may be transferred on the Corporation's books only by the holder
of such shares (or by such holder's authorized attorney) upon surrender to the
Corporation or to the Corporation's transfer agent of the properly endorsed
certificate(s) representing such shares.

          Section 5.3.     Lost, Stolen, or Destroyed Certificates.  The Board
                           ---------------------------------------
of Directors (or the Corporation's transfer agent) may authorize the issuance of
a new share certificate to replace any certificate theretofore issued by the
Corporation which is alleged to have been lost, stolen, or destroyed.  The Board
of Directors, as a condition to such issuance, may require that the owner of
such lost, stolen, or destroyed certificate, or his legal representative, (i)
submit to the Corporation an affidavit stating that


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such certificate has been lost, stolen, or destroyed, (ii) advertise the same in
such manner as the Board of Directors shall require, and/or (iii) give the
Corporation a bond in such sum as the Board of Directors shall require to
indemnify the Corporation against any claim that may be made against the
Corporation in respect of the certificate alleged to have been lost, stolen,
destroyed or the certificate to be issued.

          Section 5.4.     Record Date.  In order that the Corporation may
                           -----------
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting.

          In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action.

          If no record date is fixed:

          (1)  The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or if notice is waived,
at the close of business on the day next preceding the day on which the meeting
is held.  A determination of stockholders of record entitled to notice of or to
a vote at a meeting of stockholders shall apply


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to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

          (2)  The record date for determining stockholders entitled to consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in this State,
its principal place of business, or an officer of agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded.  Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.

          (3)  The record date for determining stockholders entitled to consent
to corporate action in writing without a meeting, when prior action by the Board
of Directors is required, shall be at the close of business on the day on which
the Board of Directors adopts the resolution taking such prior action.

          (4)  The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

          Section 5.5.     Registered Stockholders.  The Corporation shall be
                           -----------------------
entitled to recognize the exclusive right of a person registered on the
Corporation's books as the owner of shares of capital stock to receive dividends
on such shares and to vote as owner of such shares.  The Corporation need not
recognize any claim to (or interest in) such shares by any other person, whether
or not the Corporation shall have notice thereof, except as otherwise required
by law.


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          Section 5.6.     Regulations.  The Board of Directors shall have power
                           -----------
and authority to make all rules and regulations which it deems expedient
concerning the issuance, transfer, registration, cancellation, and replacement
of certificates representing the Corporation's capital stock.

          Section 5.7.     United Kingdom Stock Exchanges. In connection with
                           ------------------------------
the trading of Shares of the Company's common stock on exchanges in the United
Kingdom, the officers, agents and other person's acting on behalf of the Company
shall be guided by the regulations set forth on Schedule A to these By-Laws.

                                   ARTICLE VI

                               GENERAL PROVISIONS
                               ------------------

          Section 6.1.     Checks, etc.  All checks, other drafts, and notes of
                           ------------
the Corporation shall be signed by at least two of such persons as the Board of
Directors shall designate.  Any two of those persons designated by the Board of
Directors to sign checks, other drafts and notes of the Corporation are
authorized to open and jointly use such accounts with such banks or trust
companies as may from time to time be required for the purposes of the
Corporation.

          Section 6.2.     Contracts.  All contracts, agreements, indentures or
                           ---------
other written commitments intended to bind the Corporation shall be signed by an
officer.

          Section 6.3.     Pro-Forma Banking and Qualification Resolutions.
                           -----------------------------------------------
Resolutions from time to time necessary or appropriate for the opening or
maintenance by the Corporation of any account with any bank or trust company or
for the qualification of the Corporation to do business under the laws of any
state shall be effective and shall be adopted in haec verba as of the date of
                                              -------------
certification thereof so long as such resolutions


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shall be certified by the Secretary or an Assistant Secretary of the Corporation
and filed with the permanent records of the resolutions of the Directors of the
Corporation.

          Section 6.4.     Fiscal Year.  The Corporation's fiscal year shall be
                           -----------
the twelve calendar months ending December 31 in each year unless otherwise
fixed by the Board of Directors.

          Section 6.5.     Corporate Seal.  The Corporation's corporate seal
                           --------------
shall have inscribed thereon the Corporation's name, the year of its
incorporation, and the words "Corporate Seal" and "Delaware".

          Section 6.6.     Notices.  Whenever any law, the Certificate of
                           -------
Incorporation, or these By-Laws requires that notice be given to any Director,
officer, or stockholder, such notice may be given personally or in writing by
mail, addressed to such Director, officer, or stockholder at his address which
appears on the Corporation's records.  Any notice given by mail shall be deemed
to have been given when deposited in the United States mail, with postage
thereon prepaid.  Notice to Directors or officers may be given by telegram,
cable, radiogram, or facsimile, addressed to such Director or officer at his
address which appears on the Corporation's records, in which case notice shall
be deemed to have been given when delivered for transmission.

          Section 6.7.     Time Periods.  Whenever these By-Laws require that an
                           ------------
act be done or not be done a specified number of days prior to or after the
occurrence of any event (or require that an act be done or not be done within a
period of days prior to or after the occurrence of an event), calendar days
shall be used, with the day of the doing of such act excluded and the day of the
occurrence of such event included.


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                                   ARTICLE VII

                                   AMENDMENTS
                                   ----------

          The holders of shares of capital stock entitled at the time to vote
for the election of Directors shall have power to amend or repeal these By-Laws
by vote of not less than a majority of such shares.  Except as otherwise
provided by law, the Board of Directors shall have power to amend or repeal
these By-Laws by vote of not less than a majority of the entire Board of
Directors.  Any by-law adopted by the Board of Directors, however, may be
amended or repealed by vote of the holders of a majority of the shares of
capital stock entitled at the time to vote for the election of Directors.


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Schedule A to the By-Laws of Clean Diesel Technologies, Inc.

     (a) In the event that the Company receives a Transfer Form in relation to
any shares in respect of which a valid Stock Deposit Transaction has been
entered into the CREST system, the officers of the Company are authorized to
interpret, and are authorized to instruct any transfer agent of the Company to
interpret, such a Transfer Form as an instruction to transfer the shares which
are the subject of the Transfer Form not to the transferee named in the Transfer
Form, but rather to the Depository, who shall, in accordance with the Deed Poll,
interpret such a transfer as an instruction to issue an equivalent number of
CDTI Depository Interests to the transferee specified in the Transfer Form;

     (b) In the event that the Company receives a Demat Form in relation to any
shares in respect of which a valid Stock Deposit Transaction has been entered
into the CREST system, the officers of the Company are authorized to interpret,
and are authorized to instruct any transfer agent of the Company to interpret,
such a Demat Form as an instruction to transfer the shares which are the subject
of the Demat Form to the Depository, who shall, in accordance with the Deed
Poll, interpret such a transfer as an instruction to issue an equivalent number
of CDTI Depository Interests to the holder(s) of shares named in the Demat Form;

     (c)  In the event that the Depository receives a Stock Withdrawal
Instruction in relation to any CDTI Depository Interests and the Depository, by
virtue of the Deed Poll, treats such stock withdrawal instruction as an
instruction (without the need for any further transfer documentation to be
issued) to cancel the relevant Depository Interests, the officers of the Company
are authorized to interpret and are authorized to instruct any transfer agent of
the Company to interpret such an instruction as an instruction to transfer the
shares, to which such CDTI Depository Interests relate, to the transferee (if
any) named in the Stock Withdrawal Instruction or, if no transferee is named, to
the person by whom the relevant CDTI Depository Interests were held immediately
prior to their cancellation;

provided, in each case, that any such officer, agent or other person shall
reasonably believe that the transaction so effectuated accurately reflects the
intent of the holder of such securities (or beneficial interests of depository
interests therein).

     (d) For purposes of this Schedule A, the terms identified below shall have
the meaning set forth opposite each respective term.

<TABLE>
<CAPTION>
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<S>                           <C>
CDTI Depository Interests     depository interests of a particular series issued in uncertificated form
                              from time to time by the Depository on the terms and conditions of
                              the Deed Poll and in accordance with the Regulations (as defined in
                              the Deed Poll), title to which is evidenced by entry on the Clean
                              Diesel Depository Interest Register (as defined in the Deed Poll) and
                              which represent a particular class of Company securities.

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CREST member                  a person who has been admitted by CRESTCo Limited or such other
                              person, who is for the time being the Operator of the CREST system
                              for the purposes of the Regulations (as defined in the Deed Poll), as a
                              system member.
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CREST system                  the systems and procedures relating to the two CREST Applications
                              Hosts at two physically remote locations; the leased line
                              communications between the two Applications Hosts and the System
                              Controller's room at CRESTCo offices; the CREST Courier &
                              Sorting Service; and the System Controller's room at CRESTCo
                              offices.

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_18_
<PAGE>
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Demat Form                    the CREST Dematerialisation Request Form, in use from time to time
                              within the CREST system for conversion of a certificated unit of a
                              participating security held by a CREST member  into uncertificated
                              form, which has been completed with a specified number of Company
                              securities and executed by or on behalf of the holder of such
                              Company securities.

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Deed Poll                     that certain deed poll made by the Depository on January 29, 2002 in
                              relation to the constitution and issue of CDTI Depository Interests by
                              the Depository.

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Depository                    Capita IRG Trustees Limited and any successor depository appointed
                              from time to time in accordance with the Deed Poll.

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Stock Deposit Transaction     a properly authenticated dematerialized instruction in respect of a
                              transaction which enables a shareholder to change the form in which
                              securities are held from certificated to uncertificated, either as a result
                              of a transfer from a certificated investor to a CREST member or as a
                              result of a member dematerializing part of his own certificated
                              holding.

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Stock Withdrawal Transaction  a properly authenticated instruction in respect of a transaction which
                              enables a CREST member to change the form in which securities are
                              held from uncertificated to certificated, either as a result of a transfer
                              to an investor who is to hold the securities in certificated form or as a
                              result of recertificating part of his own uncertificated holding.

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Transfer Form                 the CREST Transfer Form, in use from time to time within the
                              CREST system for a transfer of a certificated unit of a participating
                              security to a CREST member to be held by that CREST member in
                              uncertificated form, which has been completed with a specified
                              number of Company securities and executed by or on behalf of the
                              holder of such Company securities.

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</TABLE>