Exhibit 4.10

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

     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, and [NAME], a non- employee director of
the Company (the "Participant").

     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  the  Participant  desires to obtain  such
opportunity and the Participant desires to obtain such opportunity;

     NOW THEREFORE, the parties agree, as follows:

     1. Option Grant.  The Company grants to the  Participant the right and
stock option  ("this  Option"),  to purchase  [NUMBER]  (NUMBER)  shares of
Common Stock of the Company,  par value $.01 per share ("the Stock") at the
exercise  price per  share of U.S.  $[PRICE]  per  share,  subject,  in all
respects,  to the terms  and  conditions  of the Plan and to the  following
terms and conditions.

     2. Term. The term of this Option shall be a period ending on the tenth
anniversary  ("Expiration  Date") of the date  first set out above  ("Grant
Date").

     3.  Vesting.  This Option shall be fully and  immediately  exercisable
("vested") with respect to all of the shares to which it is subject.

     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 of
the Company  accompanied  by the  Participant's  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. In the event of the  Participant's  death,  such portion of this
option as shall remain  unexercised  may be exercised by the  Participant's
Beneficiary at any time during the period ending on the Expiration Date.

     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 or  Provincial  and local  income or other  taxes  legally
required to be withheld, stopped or paid by reason of such exercise.

     6. Securities Laws;  Transferability.  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.  This Option may not be  transferred,  assigned or
pledged except in accordance with the Plan.

     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]