ex10_1.htm


    
      

    

    Exhibit
10.1

    


    UBS
Financial Services Inc.

    


    Please
complete and sign this form.

    We must
receive it by November 14, 2008.

    


    ACCEPTANCE
OF UBS’S OFFER RELATING TO AUCTION RATE SECURITIES

    


    


    By
signing below and returning this form, I accept UBS’s offer of Rights relating
to my Eligible ARS in the account listed below.  I understand and
acknowledge the following:

    


    
      	
              ·  

            	
              All
      eligible ARS must remain
      in my UBS account listed below until I exercise my Rights to sell
      my Eligible ARS to UBS or they are redeemed by the issuer or purchased or
      sold on my behalf by UBS;

            


    

    
      	
              ·  

            	
              I
      will instruct my UBS Financial Advisor or Branch Manager if and when I
      want to exercise my Rights and sell my Eligible ARS to UBS during the
      period of June 30, 2010, through July 2,
2012;

            


    

    
      	
              ·  

            	
              The
      acceptance of UBS’s offer constitutes consent (to the extent legally
      required) for UBS, acting as principal, to purchase my Eligible ARS or to
      sell them on my behalf at any time in its sole discretion and without
      other prior notice to me, from the date that I accept this offer through
      July 2, 2012;

            


    

    
      	
              ·  

            	
              If
      UBS purchases, sells or otherwise disposes of my Eligible ARS, it will
      deposit the par value in my account within one business day of settlement
      of the transaction;

            


    

    
      	
              ·  

            	
              I
      release UBS and its employees/agents from all claims except claims for
      consequential damages directly or indirectly relating to its marketing and
      sale of ARS and expressly agree that I will not seek any damages or costs
      (punitive damages, attorney fees, etc.) other than consequential
      damages.  I also will not serve as a class representative or
      receive benefits under any class action settlement or investor
      fund;

            


    

    
      	
              ·  

            	
              If
      the account named below is in the name of a corporation, partnership,
      trust or other equity, I represent and warrant that I have the power and
      authority to accept this offer on behalf of that
  entity.

            


    

    


    
      
        
          
            	
                    Clean
      Diesel Technologies, Inc.

                  	Please
      complete and sign this form.
	
                    Attn:  Ann
      Ruple

                  	We
      must receive it by November 14, 2008.
	
                    300
      Atlantic Street

                  	 
      	 
      
	
                    Suite
      702

                  	
                    Mail

                  	
                    UBS
      Financial Services, Inc.

                  
	
                    Stamford
      CT  06901-3522

                  	 
      	
                    ATTN:  ARS
      Group

                  
	 
      	 
      	
                    1000
      Harbor Boulevard

                  
	 
      	 
      	
                    Weehawken,
      NJ  07086

                  
	 
      	 
      	 
      
	 
      	
                    Fax

                  	
                    +1-201-442-7766

                  


          

        

      

    

    


    
      
        
          
            	
                    Account
      Number:  CP 06577

                  	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                    Account
      Owner Signature

                  	
                    /s/  Ann B.
      Ruple    Vice President

                  	 	
                    Date

                  	
                    11/5/08

                  
	 
      	 
      	 	 
      	 
      
	
                    Additional
      Party Signature

                  	
                    /s/  C. W.
      Grinnell   Vice President

                  	 	
                    Date

                  	
                    11/5/08

                  
	 
      	 
      	 	 
      	 
      
	
                    Daytime
      Telephone Number

                  	
                    (203) 327-7050

                  	 	 
      	 
      


          

        

      

    

    


    If you
have questions, please contact your UBS Financial Advisor or Branch Manager at
+1-312-525-4500.

    Clients
outside the U.S. may call +1-201-352-0105 collect.

    


    We
kindly request that you do not include comments or questions on this form as it
could delay processing of your instructions.

    


    UBS AG
has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates.  Before you make an
investment decision, you should read the prospectus in that registration
statement and other documents that UBS has filed with the SEC for more complete
information about UBS and this offering.  You may get these documents
for free by visiting EDGAR on the SEC Web site at www.sec.gov
or by calling UBS’s ARS Client Service Center at +1-800-253-1974.

    


    UBS
Financial Services Inc. serves as the clearing firm for UBS International
Inc.  Accordingly, the information and terms contained in this letter
and the accompanying materials are directed to clients of both UBS Financial
Services Inc and UBS International Inc.