Exhibit 4.9

                      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
first written above (the "Grant Date") the right and  non-qualified  option
("this  Option"),  to  purchase  [NUMBER]  shares  of  Common  Stock of the
Company,  par value $0.05 per share ("the Stock") at the exercise price per
share  of  U.S.  $[PRICE],  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 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
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 the date
which is ninety  (90) days  after  such  termination  of the  Participant's
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 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 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. The 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.

     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                  [Name]