Exhibit 4.2

                      Clean Diesel Technologies, Inc.
                           A Delaware Corporation

                                  BY-LAWS

                      As Amended Through June 11, 2003


                                 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
President 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 Corporation's then outstanding capital stock, special meetings of
stockholders shall be called by the President 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 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 a majority 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.

     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 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 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 otherwise
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 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 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 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 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 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.

     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
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 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.

     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 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.

                                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.


<PAGE>

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.


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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.
----------------------------------------------------------------------
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.
----------------------------------------------------------------------
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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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.
----------------------------------------------------------------------
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            a properly authenticated instruction in
Transaction                 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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