Exhibit 10(g)

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

     INCENTIVE  STOCK  OPTION  AWARD AGREEMENT dated as of [DATE]  between Clean
Diesel Technologies, Inc., a Delaware corporation (the "Company")of 300 Atlantic
Street,  Stamford  Connecticut  06902 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 an
incentive  stock  option  award  under  the  Company's  1994 Incentive Plan (the
"Plan")  and  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 option pursuant to Section
422  of the Internal Revenue Code ("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"). (b) 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 and become
non-exercisable 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 of
the Company in which seventy five per cent (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
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 time during
the  period  ending on the Expiration Date (provided that such option would have


<PAGE>
Stock  Option  Agreement,  [DATE]

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.

(c)  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.

(d) "Normal Retirement" shall mean resignation of the Participant's status as an
employee  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 employee handbook,
or  other  writing,  as  a  potential  disciplinary  measure.

     4.  Method  of  Exercise.  This Option may be exercised only by one or more
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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 payroll related
items  legally  required  to  be withheld or stopped by reason of such exercise.

     6.  Securities  Laws;  Governing  Law;  Arbitration.  The Stock may only be
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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 is governed by Connecticut Law and any disputes
relating  to  this  Option shall be determined in arbitration as provided in the
Plan.

     7.  Transferability;  Disqualifying Dispositions. In order that this Option
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shall  continue as an Incentive Stock Option, this Option may not be transferred
otherwise  than  by  will or the laws of descent and distribution and may not be
exercised  by  any  person  other  than the Participant during the Participant's
lifetime.  In  order that shares acquired by exercise hereunder shall not be the
subject  of  a  disqualifying  disposition  and ineligible for the tax treatment
afforded  under  Section 421 of the Internal Revenue Code, the Participant shall


<PAGE>
have been an employee of the Company at all times during the period beginning on
the  Date  of  Grant  and  ending  not  later  than  the day three months before
exercise,

Stock Option Agreement [DATE]

and,  (ii) the Participant shall hold such shares for a period which is at least
two  years  from the Date of Grant and one year from the transfer of such shares
to the Participant. Any transfer of such shares whatsoever by the Participant to
any  person,  including  a nominee or a brokerage account for the benefit of the
Participant  in the name of the Broker, prior to the expiration of the foregoing
two  and  one  year  periods  may  be  treated by the Company as a disqualifying
disposition. The Participant shall notify the Board through the Secretary of any
disposition  whatsoever of this option within ten (10) days of such disposition.

     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