UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A

                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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        14A-6(E)(2))

[ ]     Definitive Proxy Statement

[ ]     Definitive Additional Materials

[ ]     Soliciting Material Pursuant to  240.14a-12


                         CLEAN DIESEL TECHNOLOGIES, INC.
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
                         AND INTEGRITY FOR CLEAN DIESEL
    (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

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is calculated and state how it was determined):

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previously. Identify the previous filing by registration statement number, or
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                   THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
                         AND INTEGRITY FOR CLEAN DIESEL

                         ______________________________

                             PROXY SOLICITATION IN
                      OPPOSITION TO THE BOARD OF DIRECTORS
                       OF CLEAN DIESEL TECHNOLOGIES, INC.
                         ______________________________

                                                             SEPTEMBER ___, 2010

     This  Proxy  Statement,  the  accompanying  letter  to stockholders and the
enclosed BLUE proxy card are being furnished to the holders of Common Stock, par
value $0.01 per share, of Clean Diesel Technologies, Inc. ("Clean Diesel" or the
"Company"),  10  Middle  Street, Suite 1100, Bridgeport, CT 06604, in connection
with  the  solicitation  of BLUE proxies by THE COMMITTEE TO RESTORE STOCKHOLDER
VALUE  AND  INTEGRITY  FOR CLEAN DIESEL (the "Committee").  This Proxy Statement
will  first  be delivered to Clean Diesel Stockholders on or about September __,
2010.

     The  Committee  is  comprised of Andrew Merz Hanson, CFA, Chairman, John J.
McCloy  II  (a  former  Clean  Diesel  director), and Ann Ruple, (a former Chief
Financial  Officer  of Clean Diesel).  Specific information with respect Messrs.
Hanson and McCloy is set forth below under "Nominees for Election as Directors."

     The  BLUE  proxies  are  for  use at the Special Meeting of Stockholders of
Clean Diesel scheduled for [day], [date] at [time] a.m. local time at [location]
(the "Special Meeting"), and at any adjournments or postponements thereof.  THIS
SOLICITATION  IS  BEING MADE ON BEHALF OF THE COMMITTEE AND NOT ON BEHALF OF THE
BOARD  OF  DIRECTORS  OF  CLEAN  DIESEL.

     Our  goals  are to restore stockholder confidence and value to Clean Diesel
Technologies,  Inc.















     The  Committee  has  nominated a slate of two directors for election at the
Special  Meeting.  The  Committee  has  also  recommended  removing  the current
directors  of Clean Diesel and the proxies solicited will be used to do so.  The
shares represented by each BLUE proxy which is properly executed and returned to
the  Committee  will  be  voted  at  the  Special Meeting in accordance with the
instructions  marked  thereon.  Executed but unmarked BLUE proxies will be voted
for  the  Committee's  nominees  and,  at the discretion of the persons named as
proxies,  upon  such  other  matters  as  may  properly come before the meeting.

     The  enclosed  form  of  BLUE proxy may only be executed by stockholders of
record  at  the  close  of  business  on [date] (the "Record Date").  There were
8,213,988  shares  of common stock, $0.01 par value ("Common Stock") outstanding
as of August 12, 2010, according to Clean Diesel's Quarterly Report on Form 10-Q
filed  on August 16, 2010.  Each share of Common Stock outstanding on the Record
Date  entitles the record holder thereof to cast one vote.  Business may only be
transacted  at  a meeting of stockholders if a quorum is present at the meeting.
Such  a quorum consists of one-third (1/3) of the outstanding shares entitled to
vote  at the meeting represented in person or by proxy.  The affirmative vote of
a  plurality  of  the  holders  of  Clean  Diesel's  outstanding  Common  Stock
represented  and  voting  at the Special Meeting is required to elect directors,
and a vote of a majority of such holders is required to take all other action to
be  considered  at  the  Special  Meeting.

     Any  stockholder  granting  a  proxy may revoke it at any time before it is
voted  by executing a new proxy bearing a later date, by voting in person at the
Special  Meeting  or by giving written notice of revocation to the Committee c/o
Cutler Law Group, 3355 West Alabama, Suite 1150, Houston, Texas 77098; facsimile
(800)  836-0714.

     If you hold your shares in "street name" or as a beneficial owner (in other
words your shares are held in a brokerage account and you do not physically hold
a  stock  certificate),  you  must advise your broker or nominee how to vote the
shares  in  writing.  Please advise us and we will forward to your broker a form
of  BLUE  proxy.  We  will  also  pay  the  reasonable  costs  of such broker in
obtaining your proxy.  If you wish to vote in person or at the meeting, you will
need  to  obtain from your broker (the record holder) and bring to the meeting a
BLUE  proxy  signed by the record holder identifying you as the beneficial owner
of  the  shares  and  giving  you  the  right to vote the shares at the meeting.

     If you have already executed and returned a proxy card to Clean Diesel, the
Committee urges you to revoke it by signing, dating and returning the BLUE proxy
card  in  the  enclosed  envelope.

     Remember,  only  your  latest  dated  proxy  counts.


     YOUR  VOTE  IS  IMPORTANT.  PLEASE  SIGN  AND  DATE THE BLUE PROXY CARD AND
                                                             ----
RETURN  IT  PROMPTLY IN THE ENCLOSED ENVELOPE.  IF YOU NEED ASSISTANCE IN VOTING
YOUR  SHARES,  PLEASE CONTACT: JOHNNIE D. JOHNSON; PHONE NUMBER: (860) 234-2465.

                   THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
                         AND INTEGRITY FOR CLEAN DIESEL

                              c/o Cutler Law Group
                         3355 West Alabama, Suite 1150
                             Houston,  Texas 77098







































                          REASONS FOR THE SOLICITATION

     As  a  stockholder  of  Clean  Diesel, you should be aware of the following
significant  events  that  have  occurred  during  the past few months, which we
believe  reflect  the  deteriorating  economic  condition  of  the  Company:

0    CLEAN DIESEL'S  CORPORATE  OFFICERS  ARE  MATERIALLY  IMPAIRING STOCKHOLDER
     VALUE. MANAGEMENT'S ACTIONS HAVE CAUSED OUR STOCK PRICE TO DECLINE 90% OVER
     THE  LAST  24  MONTHS. REVENUES HAVE DECLINED 84%. Management has neglected
     refused  to  pursue leads and close sales in promising new markets, instead
     focusing  100% effort on selling off the company in a merger with Catalytic
     Solutions. Catalytic Solutions has a market capitalization less than 25% of
     Clean  Diesel's  market cap, yet Catalytic Solutions' existing shareholders
     together  with  its  convertible  note  holders and the company's financial
     advisors would receive 60% of the shares in the merged company according to
     the Registration Statement filed by the current management of Clean Diesel.

          As  recently  as  July  2008  Clean  Diesel's  stock  price was $10.60
          per share, but is now trading under $1.00. Clean Diesel had $7,475,000
          in  revenues  in  2008 but only $1,221,000 in 2009. What happened? The
          Committee  believes  the  actions of current management, in particular
          the  proposed  merger  with Catalytic Solutions, are why revenues have
          fallen and our stock price has crashed. These actions must be stopped!

0    CLEAN DIESEL'S  BOARD  OF  DIRECTORS  IS  NOT  PROTECTING  THE INTERESTS OF
     STOCKHOLDERS.  The board waited almost a year and was on the verge of being
     delisted  from  NASDAQ  for not complying with NASDAQ rules for independent
     directors  and  audit  committee  independence.  Two  independent directors
     resigned,  including  John  J.  McCloy  II  who  is  now  nominated  by the
     Committee.  Ignoring  fiduciary  duty  to stockholders and violating NASDAQ
     rules,  Clean  Diesel  inappropriately  operated with a single member audit
     committee.

     Clean  Diesel  waited  fifty-one  weeks  to  resolve  this  matter and only
     did  so  TWO  DAYS before the company would have been delisted from NASDAQ.
     Without  question,  our  stock  price  reflects  the  substantial  doubt of
     investors  about the pending delisting which management could have resolved
     months  earlier.












0     CLEAN  DIESEL'S  BOARD  HAS  EXPOSED  THE  COMPANY  TO  SIGNIFICANT  LEGAL
     LIABILITIES UNDER AMERICAN SECURITIES LAWS. The board terminated Ann Ruple,
     the  company's Chief Financial Officer, for fulfilling her legal obligation
     to  inform  the  board  regarding  concerns  about  entering  into  merger
     agreements that had the potential of damaging Clean Diesel stockholders and
     conflicts  of  interest. An independent director subsequently resigned. THE
     COMPANY  IS UNDER INVESTIGATION FOR POTENTIAL SARBANES-OXLEY VIOLATIONS and
     is  the subject of a potential whistleblower suit by Ms. Ruple. The company
     has  not  disclosed  these  material  events.

          The  Committee  strongly  believes  that  Clean  Diesel  should  have
          informed stockholders about the existence of a whistleblower complaint
          filed  by  Ann  Ruple,  former  Vice  President,  Treasurer  and Chief
          Financial  Officer.  Immediately  prior  to her termination, Ms. Ruple
          addressed  the  Board of Clean Diesel and expressed her concerns about
          inherent conflicts of interest and failure to properly comply with the
          Board's  fiduciary duties to Clean Diesel stockholders in transactions
          arranged by Innovator Capital. Mungo Park, Clean Diesel's Chairman and
          founder  and  principal  owner  of  Innovator  Capital,  will  receive
          compensation  from  BOTH  Innovator  Capital  and  Clean Diesel if the
          merger  occurs.  If  compensation  is  an incentive, then stockholders
          should  note  that  he  will receive far more from merging the company
          than  he  would  from  properly  directing it. The manner in which the
          Chairman  was  appointed  to  his  role prompted the resignation of an
          independent  director, who chided Clean Diesel's board in his Form 8-K
          filing  that  his  "faith  in  the  ethics of how a business should be
          handled  had  been shaken to the core", concluding "Shame on my former
          Board  members  for  allowing  that  to  happen."

0    CLEAN DIESEL'S CHAIRMAN, IN AN ACT OF POTENTIAL SELF-DEALING, HAS INITIATED
     A  MERGER  WITH  A COMPANY ON THE VERGE OF BANKRUPTCY. HE STANDS TO MAKE IN
     EXCESS  OF  $800,000  IF  THE REVERSE MERGER IS DONE. What does it mean for
     you?  Clean  Diesel's  stock fell over 30% in reaction to the announcement.
     The  Clean  Diesel board approved the merger despite concerns raised by Ann
     Ruple,  the  former  Chief  Financial  Officer,  and  board  members.

          As  reported  in  the  Registration  Statement filed by Clean Diesel's
          management  on  Form S-4: "Mr. Park, our Chairman, is also a principal
          and  chairman  of  Innovator  Capital  Limited,  a  financial services
          company  based in London, England, which firm has provided services to
          the  Company.  On  November  20,  2009,  the  Company  entered into an
          engagement  letter  with Innovator to provide financing and merger and
          acquisition  services ("Engagement Letter"). The Engagement Letter had
          an  initial  three month term during which Innovator would (i) act for
          the Company in arranging a private placement financing of $3.0 million
          to  $4.0  million  from  the  sale  of  the Company's common stock and
          warrants  and  (ii)  assist  the  Company  in  merger  and acquisition
          activitiesIn  connection  with  the  Merger  Agreement, if successful,
          Innovator  Capital  is  estimated to receive approximately $811,000 as
          compensation  for  its  services."


0    THE REMAINING  CLEAN  DIESEL  DIRECTORS  ARE NOT PERFORMING THEIR FIDUCIARY
                                                  ---
     DUTIES  TO  PROTECT  STOCKHOLDERS  FROM CONFLICTS OF INTEREST REGARDING THE
     CATALYTIC  SOLUTIONS  MERGER.  We  are  concerned  that these directors are
     acting  in  self-interest  to  benefit  themselves  and  not  Clean  Diesel
     stockholders.

          Derek  Gray,  a  director,  along  with  one  of  his investors, would
          participate  in  a  private placement of Clean Diesel common stock and
          warrants  at  an  advantageous  price which is scheduled to take place
          immediately  before the merger is consummated. Furthermore, Derek Gray
          is  one  of  the sitting directors who would continue as a director in
          the  merged  company  -  at  a  higher  rate  of  compensation.

          Michael  Asmussen,  a  director  and  Chief Executive Officer of Clean
          Diesel  was  scheduled  to  receive  nearly  $500,000  in remuneration
          despite  performance  if the merger was concluded. Subsequently it was
          announced  that  this  CEO would not be part of the merged company. Is
          this  a  vote  of  no  confidence?

          Charles  Grinnell,  a  director,  has  entered  into an agreement that
          provides  for  a  "transition  bonus"  of $86,730 if the merger occurs
          under  specified  circumstances.

          Mungo  Park,  a  director,  through  his  firm Innovator Capital, will
          receive  an  investment-banking  fee of 194,486 shares of Clean Diesel
          and  $500,000  in  cash  if  the  merger  goes  through.  In addition,
          Innovator  Capital  will receive 89,180 warrant shares plus $50,000 in
          cash  for  the  $1,000,000  fund  raise  for Clean Diesel prior to the
          merger.  Mungo  Park  is  also  one of the sitting directors who would
          continue  as  a  director  in  the merged company. Why would Innovator
          Capital  insist  on  a cash payment which benefits its principal owner
          who  is  incidentally  Chairman  of Clean Diesel? As Chairman of Clean
          Diesel,  Mr. Park should set aside personal gain and act wholly in the
          interest  of  Clean  Diesel  stockholders.  This would be particularly
          appropriate  in  light  of  the inadequate cash position of the merged
          company.  Is  this  a  vote  of  no  confidence?

0    We strongly  believe  these  SERIOUS  ISSUES  OF  CORPORATE  GOVERNANCE
     demonstrate  the continued unacceptable performance of this Board and their
     management  and substantial failures in their fiduciary responsibilities to
     Clean  Diesel  stockholders. We therefore request your support in replacing
     the five Board members who participated in voting for this merger to return
     Clean  Diesel  to  an  attractive  growth  business.

0    CLEAN DIESEL'S  BOARD  CONTINUES  TO  WASTE  YOUR STOCKHOLDER MONEY. In the
     first compensation committee meeting of the board that the current Chairman
     attended:  "Mr.  Park  suggested  a  change  in  company  policy  to enable
     Directors  and employees to use business class when traveling by air. After


     discussion,  the  Committee  agreed  that  a rigid policy mandating economy
     class  in  all  circumstances  is  not appropriate. Mr. Park suggested that
     there  be  a  policy  change  to recognize that travel by business class is
     often  more  efficient" (extracted directly from the compensation committee
     minutes).  Prior to that because of the financial condition of the company,
     all  employees  and  directors  were  restricted to economy fare travel. We
     believe  business class travel is an irresponsible use of stockholder money
     in  light  of  the  financial  condition  of  Clean  Diesel.

          We  believe  payment  of  $35,000  per  month  for  the  interim  CFO
          retained the same day the board terminated the former CFO is adding up
          to  a large waste of stockholders' monies. It should be noted that the
          former  CFO  was  earning  $17,500  per  month.

0    CURRENT  MANAGEMENT  OF  CLEAN DIESEL IS SIMPLY FAILING TO ASSESS STRATEGIC
     ALTERNATIVES TO THEIR IMPRUDENT COURSE OF ACTION. The board and the current
     management  continue  to burn cash for plans that have little or no promise
     of  generating  cash or profits, hastening the demise of Clean Diesel while
     asserting  there  are  no viable options. The board consistently appears to
     have  refused  to  assess alternative strategies for the company other than
     the  potential  merger  with CSI, which in the Committee's opinion is not a
     viable  alternative.  For  example,  the  board has never received a proper
     appraisal  of  Clean Diesel's intellectual property portfolio which, in the
     opinion  of  this committee, has significant intrinsic value although there
     is  no  assurance these assets have value. The Committee notes in the Clean
     Diesel  registration  statement  that a fair value of $2.4 million has been
     attributed  to  Clean  Diesel's  intellectual  property.

          From  Clean  Diesel's  Registration  Statement  on  Form  S-4:  "In
          connection  with  its  review,  Ardour  Capital  did not independently
          verify  any  of  the information reviewed by it for the purpose of its
          opinion  and relied on such information being complete and accurate in
          all  material  respects.  In addition, it did not make any independent
          evaluation  or  appraisal  of  any  of  the  assets  or  liabilities
          (contingent  or otherwise) of Clean Diesel or Catalytic Solutions, and
          had  not  been  furnished  with  any  such  evaluation  or appraisal."

0    THE PROPOSED  MERGER  WITH  CATALYTIC SOLUTIONS WOULD RESULT IN SUBSTANTIAL
     SHAREHOLDER  DILUTION  WHICH  WILL  FURTHER  ERODE  STOCKHOLDER  VALUE.

     From  Clean  Diesel's  Registration  Statement  on  Form  S-4:  "After
     completion  of the Merger, the current Clean Diesel stockholders (including
     investors in its Regulation S offering) will beneficially own approximately
     40%  of the Clean Diesel common stock." The Committee believes that this is
     misleading  and  if  Innovator  Capital  and  the warrants to be issued are
     considered,  the  disclosure  would  then be clear to existing Clean Diesel
     stockholders  that  their  potential  dilution could result in beneficially
     owning  only  28.6% of the merged company. The table below is based upon an
     earlier  version  of  the  registration  statement:


                                     Number of   New        Diluted     Percent
                                     Shares      Warrants   Total       of Total
                                     ----------  ---------  ----------  --------
Allen and Company                     1,000,000  1,000,000   2,000,000      7.0%
Innovator Capital  Fees (a)             512,612     89,180     601,792      2.1%
CSI $4,000,000 Venture Debt Bridge    9,376,136              9,376,136     32.7%
Clean Diesel Reg D Offering             654,118  1,000,000   1,654,118      5.8%
Clean Diesel Existing Stockholders    8,213,988              8,213,988     28.6%
Catalytic Solutions Shareholders      3,828,711  3,000,000   6,828,711     23.8%
                                     ----------  ---------  ----------  --------
Total Stockholders' Equity           23,585,565  5,089,180  28,674,745    100.0%

     (a)  Innovator  Capital  now  will  extract  fees  as cash rather than this
          earlier  calculation  of  shares  per  the registration statement (see
          above).

     Note  that  the  CSI  bridge  debt  holders pay only $0.43 per Clean Diesel
     share  ($4.0  million  divided  by  9,376,136  shares).

     Furthermore,  the  proposed  merged  company  would  have  insufficient
     initial cash to ensure a viable business. Clean Diesel was required to have
     $4.5  million  cash  at  June 30, 2010; Catalytic Solutions was required to
     have  $2 million cash at June 30, 2010 for 60% of the stock. Both companies
     continue  to operate in cash flow negative fashion after the above date. At
     closing  of  the  proposed merger, each company is only required to have $1
     million  cash.  Given  management's track record, we fail to understand how
     Clean  Diesel  and  Catalytic Solutions can survive as a combined entity in
     that  CSI  has  significant  issues  as  to  its  ability to remain a going
     concern.  In  the  Committee's  opinion, there will be insufficient cash to
     operate  the  merged  company.

0    CATALYTIC  SOLUTIONS  HAS  BEEN  IN VIOLATION OF ITS BANK COVENANTS AND HAS
     AGAIN  EXTENDED  THE  FORBEARANCE  DEADLINE.  How  can  we  be sure current
     management  can  solve  this  substantial  liquidity  issue?  How can we be
     assured that Fifth Third Bank will not call the loans within months after a
     merger  is  affected  to  simply  take the available cash from the company?

          The  current  management  of  Clean  Diesel  reported  in  their
          registration  statement  that  "[o]n  March  31,  2009,  CSI failed to
          achieve  two  of  the  covenants  under  its  Fifth  Third Bank credit
          facility.  These  covenants  related  to  the  annualized  EBITDA
          and  the  funded  debt  to  EBITDA  ratio  for  its  Engine  Control
          Systems subsidiary. Fifth Third Bank agreed to temporarily suspend its
          rights  until  July  1,  2009  subject  to  CSI, in Fifth Third Bank's
          opinion,  making  reasonably  satisfactory  progress in its efforts to
          recapitalize its balance sheet and the provision of an audit report on
          the  collateral  pledged by CSI to Fifth Third Bank. In July 2009, the
          bank  extended  its  forbearance  until September 30, 2009, subject to
          similar  terms.  In October 2009, on the repayment of the term loan of
          $3.5  million,  the  bank  verbally  extended  its  forbearance  until
          November 30, 2009. In December 2009, the bank extended its forbearance


          until  January  31,  2010,  converted  the  revolving line to a demand
          facility, reduced the credit limit to Canadian $8.5 million and raised
          the  interest  charged  to  Prime Rate plus 2.5%. This conversion to a
          demand facility effectively rendered the financial covenants under the
          original loan agreement meaningless. In January 2010, the bank further
          extended  forbearance  until  April  30,  2010 and further reduced the
          credit  limit  to  Canadian  $7.5  million  with  a  Canadian $100,000
          reduction  per month for the forbearance period. The interest rate was
          further  increased  to  U.S./Canadian  Prime  Rate plus 2.75%. In June
          2010,  in  connection with the capital raise (discussed above under "-
          Recent  Developments  -  Capital  Raise"),  Fifth Third Bank agreed to
          further  extend  forbearance  under  the  terms of its credit facility
          until  August  31, 2010, and reduced the credit limit to Canadian $7.0
          million,  but  made  no  further  changes  to the interest rate, which
          remains  at  U.S./Canadian  Prime Rate plus 2.75%. A further extension
          until  November  30, 2010 will be granted if certain criteria are met,
          as  described  above  under  "- Recent Developments - Forbearance from
          Fifth  Third  Bank  Extended."

          As  of  September  6,  2010  the  below  was  released  by  Catalytic
          Solutions:

          FORBEARANCE  AGREEMENT  WITH  THE  SECURED  CONVERTIBLE  NOTE  HOLDERS

          "The  holders  of  the  Company's  8%  secured  convertible notes (the
          "Notes")  agreed  to  forbear  from  exercising any rights or remedies
          thereunder  with  respect  to  the  current event of default under the
          terms  of  the  Notes  to  15  October 2010. These rights and remedies
          include:  forgoing  the  increase  in  the  interest rate from 8.0% to
          15.0%,  waiving the applicability of the additional payment premium of
          two times (2x) the outstanding principal amount due, and agreeing that
          the  payment  premium will be extinguished in the event that the Notes
          are  converted  and  the  CDTI merger occurs prior to 15 October 2010.
          ACCORDINGLY,  IF  THE CDTI MERGER HAS NOT OCCURRED BY 15 OCTOBER 2010,
          AND  THE COMPANY IS NOT ABLE TO OBTAIN THE AGREEMENT OF THE HOLDERS OF
          THE  NOTES  TO WAIVE, EXTEND OR FURTHER MODIFY THE TERMS OF THE NOTES,
          THE  INTEREST  RATE WILL INCREASE FROM 8.0% TO 15.0% AND AN ADDITIONAL
          PAYMENT  PREMIUM  OF  TWO  TIMES (2X) THE OUTSTANDING PRINCIPAL AMOUNT
          WILL  BE  DUE  TO  THE  HOLDERS  OF  THE  NOTES."  [EMPHASIS SUPPLIED]

          The  holders  of  the  Notes  further  conditioned their obligation to
          purchase  the remaining $2.0 million of the Notes immediately prior to
          the closing of the CDTI merger on the requirement that the Company and
          CDTI timely furnish the requested statements regarding their estimated
          cash  positions, that each of CSI and CDTI have a certain minimum cash
          position,  that  the shares of CDTI to be issued in the CDTI merger be
          approved  for  listing on the Nasdaq, in addition to the other closing
          conditions  in  the  Note  purchase agreements (which include that the
          Company  must  not  have  suffered  any  material  adverse  change).




          As  set  out  in  CSI's  announcement  of 2 June 2010, ""the Financing
          will  provide  CSI  with financing for immediate working capital needs
          and  the $2.0 million cash balance required to ensure the minimum cash
          position  necessary at the earlier of the effective time of the Merger
          or  30 June 2010, to result in CSI shareholders receiving at least 60%
          of  the  shares  of  CDTI  pursuant  to  the terms of the Merger." The
          Committee is concerned at the extent of cash infusion CSI requires for
          its  working  capital  needs.

          FORBEARANCE  AGREEMENT  WITH  FIFTH  THIRD  BANK

          Fifth  Third  Bank,  the  Company's  secured  lender,  has  agreed  to
          extend forbearance under the terms of its loan to the Company until 15
          October  2010.  Under  the terms of the extension, the credit limit on
          the  Company's revolving line of credit has been reduced to a total of
          Canadian $6.0 million from Canadian $7.0 million. The interest rate on
          the line has increased to US/Canadian Prime Rate plus 3.0 percent from
          2.75 percent, with a further 1.0 percent increase effective 15 October
          2010  if  the  CDTI  merger is not completed by 15 October 2010. Fifth
          Third Bank will extend the forbearance period for an additional period
          of  ninety days from the effective date of the CDTI merger if the CDTI
          merger  is  completed by 15 October 2010 and, as of the effective date
          of the CDTI merger, the Notes have been converted to common equity and
          the  security  granted  to  the  Note  holders  has been released; the
          Company  and CDTI collectively have $3.0 million of free cash on their
          balance  sheet;  the  Company's  Engine Control Systems subsidiary has
          Canadian $2.0 million available under the existing loan agreement; and
          no default, forbearance default or event of default (as defined in the
          credit  and  forbearance  agreements)  is  outstanding.

          If  the  CDTI  merger  is  not  completed by 15 October 2010, an event
          of  default  will  be  deemed  to have occurred. In addition, if Fifth
          Third Bank determines that the Company has suffered a material adverse
          change  at  any  time, a default will be deemed to have occurred under
          the  forbearance  agreement.

          The  entry  into  the  foregoing  forbearance  agreements  was
          conditioned  upon  the amendment of the Merger Agreement to extend the
          date  for completion of the CDTI merger to 15 October 2010, as well as
          the  entry  into  the  forbearance  agreement  by  the  other.

0    CATALYTIC  SOLUTIONS  HAS  FINANCED  ITSELF  WITH  A "POISONED CONVERTIBLE"
     WHICH  WILL  DILUTE  STOCKHOLDERS  OF  CLEAN DIESEL IF A MERGER OCCURS. THE
     CONVERTIBLE  NOTE  HOLDERS  WILL RECEIVE SHARES IN THE MERGED COMPANY AT AN
     EFFECTIVE  COST OF ONLY $0.43 PER CLEAN DIESEL COMMON SHARE COMPARED TO THE
     EFFECTIVE  COST  TO  CLEAN  DIESEL'S EXISTING STOCKHOLDERS AT A MUCH HIGHER
     RATE  PER  SHARE.  WHAT  DID  THE  CSI  NOTE  HOLDERS DO TO RECEIVE SUCH AN
     ADVANTAGEOUS  PRICE?



          The  management  of  Clean  Diesel  disclosed  this  in  their
          registration  statement that "[i]n June 2010 CSI agreed to issue up to
          $4  million  of  secured  convertible  notes.  The secured convertible
          notes,  as amended, bear interest at a rate of 8% per annum, mature on
          August  2,  2010,  and  are  secured  by  a subordinated lien on CSI's
          assets,  but  are subordinated to Fifth Third Bank. Under the terms of
          the  secured  convertible  notes,  assuming  the necessary shareholder
          approvals are received at the special meeting of CSI's shareholders to
          permit  conversion  thereof,  the  $4.0 million of secured convertible
          notes  will  be  converted  into  newly created "Class B" common stock
          immediately prior to the Merger such that at the effective time of the
          Merger,  this group of accredited investors will receive approximately
          66%  of the shares of common stock being issued by Clean Diesel to CSI
          shareholders  in  the  Merger. This group of accredited investors will
          not  receive  any  of the warrants being issued by Clean Diesel to CSI
          shareholders  in  the  Merger."

          If  the  merger  does  not  occur,  these  Catalytic  Solutions
          convertible  notes have an accelerated repayment clause which provides
          that the note holders will be paid two times (2X) their investment. No
          company,  except  one  in  dire  circumstances, would accept financing
          terms  like  these.

          The  management  of  Clean  Diesel  disclosed  this  "poisoned
          convertible" in its Registration Statement: "CSI has a 10-business day
          grace period to make payments due under the secured convertible notes,
          either at maturity, a date fixed for prepayment, or by acceleration or
          otherwise, before it is considered an "Event of Default" as defined in
          the  secured  convertible  notes.  In  the  event  the  Merger has not
          occurred  prior to the maturity date of the secured convertible notes,
          CSI  has  a  10-business  day grace period, during which time it could
          seek  the  agreement of the noteholders to extend the maturity date of
          the  notes, before it would be required to pay the secured convertible
          notes  in full. If CSI is not able to complete the Merger prior to the
          maturity  of  the notes, as such may be extended with the agreement of
          the  noteholders,  the  outstanding principal amount under the secured
          convertible  notes,  including  any interest and an additional payment
          premium of two times (2x) the outstanding principal amount will be due
          to  the  holders  of  the  secured  convertible  notes."

0    CLEAN DIESEL  CURRENT  MANAGEMENT  HAS  DISCLOSED  THAT  THE  OUTLOOK  FOR
     CATALYTIC SOLUTIONS' CATALYST BUSINESS HAS DETERIORATED. Sales of its mixed
     phase  catalyst  will  be  down  in  2010  due  to  lack  of  approvals.

          Clean  Diesel  reported  in  their  registration  statement  that
          "[b]ecause  the  customers of CSI's Catalyst division are auto makers,
          CSI's  business  is also affected by macroeconomic factors that impact
          the  automotive  industry  generally, which can result in increased or
          decreased  purchases  of  vehicles,  and consequently demand for CSI's
          productsIn  addition,  two  auto  maker  customers  account  for  a
          significant  portion of CSI's Catalyst division revenues In the second
          half  of 2010, one of these auto makers will accelerate manufacture of


          a vehicle that requires a catalyst product meeting a higher regulatory
          standard  than  the  product  currently supplied to such auto maker by
          CSI's  Catalyst  division.  Although  CSI  had  already  commenced the
          necessary  testing  and  approval processes for its products under the
          higher  regulatory  standard,  such  processes  are  not yet complete.
          ACCORDINGLY,  CSI  NOW EXPECTS LOWER REVENUES IN ITS CATALYST DIVISION
          FOR  THE  SECOND  HALF OF 2010 AND EARLY 2011 AS COMPARED TO THE THREE
          MONTHS  ENDED MARCH 31, 2010 ON AN ANNUALIZED BASIS AS THIS AUTO MAKER
          WINDS  DOWN PRODUCTION OF THE VEHICLE THAT INCORPORATES CSI'S VERIFIED
          PRODUCT.  Although  CSI expects that sales of its Catalyst products to
          this  auto  maker  will  resume  in the first half of 2011 once it has
          received  the  necessary  regulatory  approvals  and  customer
          qualifications, there is no guarantee that this will occur." [Emphasis
          supplied.]

0    CATALYTIC  SOLUTIONS'  ASSETS  MAY  BE  SUBJECT  TO  A $2.4 MILLION WRIT OF
     ATTACHMENT. IT IS CONTRARY TO THE INTERESTS OF CLEAN DIESEL STOCKHOLDERS TO
     ASSUME  THIS  LIABILITY.

          In  an  arbitration  with  Applied  Utility  Systems,  Catalytic
          Solutions  has  been  issued  an  interim  order  which  is  awaiting
          confirmation  by  the  applicable  court,  and if confirmed, Catalytic
          Solution's  assets  would be subject to limitations on their use which
          would  further  limit Catalytic Solution's ability to conduct ordinary
          business.  This  $2.4  million  amount represents a seller's note that
          Catalytic  solutions  failed  to repay when it matured in August 2009,
          plus  accrued  interest,  with  certain  offsets.

0    CATALYTIC  SOLUTIONS  DISCLOSED  A  $21 MILLION CONTINGENT LIABILITY - THIS
     DISCLOSURE  WAS  MADE  AFTER  THE  CLEAN DIESEL BOARD OF DIRECTORS VOTED TO
                            -----
     CONSUMMATE  THE  MERGER.

          From  Clean  Diesel's  Registration  Statement:  "The Company has $3.0
          million  of  consideration due to the seller under the Applied Utility
          Systems  Asset  Purchase  Agreement  dated  August  28,  2006.  The
          consideration  was  due August 28, 2009 and accrues interest at 5.36%.
          At March 31, 2010 the Company had accrued $578,000 of unpaid interest.
          THE COMPANY HAS NOT PAID THE FOREGOING AMOUNTS. In addition, the Asset
          Purchase  Agreement  provides that the Company would pay the seller an
          earn-out amount based on the revenues and net profits from the conduct
          of  the  acquired  business  of  Applied Utility Systems. The earn-out
          potentially  was  payable over a period of ten years beginning January
          1,  2009.  The Company has not paid any earn-out amount for the fiscal
          year  ended December 31, 2009. The assets of the business were sold on
          October  1,  2009  and the Company believes that it has no contractual
          obligation  to  pay  any  earn-out for any period post the sale of the
          business.  The seller commenced an action in California Superior Court
          to  compel  arbitration  regarding  the consideration which was due in
          August  2009.  Such  action was stayed by the court and the seller was


          directed  to  pursue  any  collection  action through arbitration. The
          seller  has  commenced  arbitration  proceedings  to  collect  the
          consideration  which  was  due in August 2009 and any earn-out amounts
          payable  under  the  Asset  Purchase Agreement. THE EARN-OUT REQUESTED
          UNDER  THE  PROCEEDINGS  IS $21 MILLION, which is the maximum earnable
          over the ten year period of the earn-out defined in the Asset Purchase
          Agreement."  [Emphasis  supplied.]











































                     THE COMMITTEE'S PLAN FOR CLEAN DIESEL

     To restore our Company's profitability and stockholder value, we are firmly
committed  to  the  replacement  of  the  Board  of Directors and insertion of a
successful  and  competent  management  team.  Our  team  urgently asks for your
support  as a stockholder, advisor or broker to restore the Company to a pathway
for  generating  revenue  and  profitability,  to  drive  growth and to increase
stockholder  value.

     FOR  OUR  FELLOW STOCKHOLDERS, THE COMMITTEE HAS A PLANNED, STRATEGIC FOCUS
FOR  THE  FUTURE  TURNAROUND  AND SUCCESS OF CLEAN DIESEL.  We will aggressively
leverage  near-term  opportunities  while executing our longer-term strategy for
sustained  growth.

     The  Committee  has  discussed with Robert Grossman the possibility that he
will become an advisor or director of Clean Diesel once the Committee's slate of
directors  controls  the  Board.  Mr. Grossman has been involved in the railroad
industry  as  former  Chairman  and  Chief  Executive Officer of a Nasdaq-listed
railroad  company,  Executive Vice President of a large NYSE short line railroad
holding  company  and  president  or  an  officer  of several national and state
railroad  associations.

     The  Committee  has discussed with Stephen E. Cadieux, CPA, the possibility
that  he will become an advisor or director of Clean Diesel once the Committee's
slate  of  directors  controls the Board.  His career began at Arthur Young, his
responsibilities  have ranged from Director of Tax in a publicly traded national
corporation,  to  senior  positions  in  locally-owned  accounting  firms.

     The  Committee  has discussed with John P. Malfettone, CPA, the possibility
that  he  will  become  an  advisor to Clean Diesel's Board once the Committee's
slate  of  directors  controls  the  Board.  John  is a Partner, Chief Operating
Officer  and  Chief Compliance Officer of Oak Hill Capital Partners and has been
with  the  firm  since 2004. He is responsible for finance, operations, business
planning,  the  portfolio  purchase  program,  and assisting investment teams in
portfolio  company  financial matters. Prior to joining Oak Hill, Mr. Malfettone
worked  at General Electric Company serving numerous roles, including a Managing
Director  of GE's private equity business, a GE Capital Executive Vice President
CFO,  and the GE Capital Corporate Controller. In addition, he was the Executive
Vice  President  and CFO for MacDermid Inc., a specialty chemical company. Prior
to  working  at  GE,  Mr.  Malfettone  a  partner  at  KPMG  Peat  Marwick.

     The  Committee's  plan  is  based on building sales and profits by pursuing
markets  that  have  openly  expressed the need for our product to increase fuel
economy,  along with emissions reduction, and addressing intellectual properties
currently  in  Clean  Diesel.

     For  example,  THE  AMERICAN  SHORT  LINE AND REGIONAL RAILROAD ASSOCIATION
(WWW.ASLRRA.ORG) HAS FORMED A "FUELS WORKING GROUP" THAT INCLUDES A FORMER SALES
EMPLOYEE  FOR  CLEAN DIESEL AND THE FORMER CLEAN DIESEL CHIEF FINANCIAL OFFICER.
THAT  GROUP'S  OBJECTIVE  IS  TO  INCREASE FUEL ECONOMY FOR THE ENTIRE INDUSTRY.
FUEL  IS  THE  NUMBER  TWO  OPERATING


EXPENSE  IN RAIL.  This opportunity was unilaterally cancelled by Clean Diesel's
Chief  Executive  Officer  - without consultation with board of directors or the
former  Chief  Financial Officer - when he determined that the railroad industry
did  not  have  an  interest  in  fuel  economy.  In  light  of  our  continuing
discussions  within  the railroad industry, it is our position that the opposite
is  true  in  that the industry is very interested.  We will implement this plan
and  continue  discussions  with  the  railroad  industry.

     WE  ALSO  BELIEVE THAT THERE IS HIDDEN VALUE IN CLEAN DIESEL'S INTELLECTUAL
PROPERTY  THAT  CAN  BE  EXTRACTED FOR STOCKHOLDER BENEFIT.  There are literally
dozens  of  Clean  Diesel patents that have not been appraised or commercialized
and  to  the extent those are not being used, they could be sold, although there
is  no  assurance  there  is  value.  There  are  Clean Diesel patents currently
licensed  to  others  including BOSCH, TENNECO, CCA AND EATON that have not been
administrated  with  an  objective  to obtaining appropriate and timely payments
from  licensees.  We  will  remedy  those  failures.

     Your  support  is  urgently  needed  by  sending  us  your  BLUE  proxy and
consequently  electing  our  slate  of  Directors, which gives us the ability to
unlock  the  potential  in  Clean  Diesel  and  restore  stockholder  value.






























                       NOMINEES FOR ELECTION AS DIRECTORS

     Clean  Diesel's  Board  of  Directors  currently consists of seven members.
Each  director  elected  at  the  meeting  will have a term expiring at the 2011
annual meeting of stockholders or until his or her successor is duly elected and
qualified.

     The  Committee  has  nominated  Andrew  Merz  Hanson,  CFA, Chairman of the
Committee  and  John J. McCloy II (a former Clean Diesel director) to be elected
by  stockholders  to  the  Company's  Board of Directors at the Special Meeting.
Each  of  the  Committee's  nominees  has  consented  to  serve as a director if
elected, and it is not contemplated that any of the nominees will be unavailable
for election as a director.  If any of these nominees should for any reason fail
to be a candidate for election as a director at the Special Meeting, the persons
named  on the enclosed BLUE proxy will vote for a substitute nominee selected by
the  Committee.

     None  of the nominees of the Committee has, during the past ten years, been
convicted  in  any  criminal  proceeding.  None of the nominees of the Committee
have any arrangement or understanding with respect to any future employment with
Clean  Diesel  or  its affiliates, or with respect to any future transactions to
which  Clean  Diesel  or  its  affiliates  will  or  may  be  a  party.

     The  Committee  has  also  recommended that stockholders vote to remove the
following  current  directors  of  Clean  Diesel:  Michael L. Asmussen, Derek R.
Gray,  Charles  W.  Grinnell,  David  F.  Merrion,  and  Mungo  Park.

     The  following  information  is  provided  with  respect to the Committee's
nominees  for  directors  of  Clean  Diesel:

     ANDREW MERZ HANSON, CFA is a private investor who has concentrated on early
stage  ventures  as  well as the public securities markets since forming Redwood
Investment  Management  LLC  in  1997.  In  conjunction  with  his  early  stage
investments  he  has  provided  financial advice to client companies, has been a
director  of  various  portfolio  companies,  and  has  served  as interim Chief
Financial  Officer or interim Chief Executive Officer at three companies.  Prior
to  1997, he was employed by various firms in the investment management business
as  an  equity analyst, portfolio manager, and director of equity research.  Mr.
Hanson  is  the  beneficial  owner  of  415 shares of Clean Diesel common stock.

     JOHN J. MCCLOY II was a director of Clean Diesel from June 2005 until his
resignation in August 2009.  He is a private investor concentrating on venture
capital and early stage investment projects in a variety of industries.  He is
Chairman of Gravitas Technology, Inc., an information technology company; the
Sound Shore Mutual Fund, Inc.; the American Council on Germany; and a member of
the U.S. Council on Foreign Relations.  He was also a director of NCT Group,
Inc., a technology company, from 1986 to February 2007.  Mr. McCloy is the
beneficial owner of 39,444 shares of Clean Diesel common stock and holds options
to purchase an additional 32,000 shares.



                                 OTHER BUSINESS

     The  Committee is not aware of any other matters that will be considered at
the  Special Meeting.  However, if any other matters are properly brought before
the  Special Meeting, the persons named on the enclosed BLUE proxy will vote the
shares  represented  by the BLUE proxy in accordance with their judgment on such
matters.

                               PROXY SOLICITATION

     The  cost  of  soliciting proxies by the Committee will be borne by it.  To
the extent legally permissible, the Committee intends to seek reimbursement from
Clean  Diesel  for such cost.  The Committee does not currently intend to submit
approval  of  such  reimbursement  to  a  vote of Clean Diesel stockholders at a
subsequent  meeting.

     In  addition  to this initial solicitation of proxies by mail, email and/or
facsimile,  other  solicitation  may be made by members of the Committee without
additional  compensation  except  for  reimbursement of reasonable out-of-pocket
expenses.  The  Committee will pay to banks, brokers and other fiduciaries their
reasonable  charges and expenses incurred in forwarding proxy materials to their
principals and in obtaining authorization for execution of proxies.  Total costs
to  date for solicitation of proxies by the Committee are approximately $25,000.
Total  estimated  costs  for  this  solicitation  will be approximately $50,000.


























                             ADDITIONAL INFORMATION
                   CONCERNING CLEAN DIESEL TECHNOLOGIES, INC.

     To  the  best  knowledge  of  the  Committee, no one person or group is the
beneficial  owner  of  more than 5% of Clean Diesel's common stock except as set
forth  in Clean Diesel's filings with the US Securities and Exchange Commission.

     Clean  Diesel's  amended Registration Statement on Form S-4 filed on August
30,  2010  contains information with respect to ownership of common stock by the
Directors  and  Officers  of Clean Diesel.  Such information reflects beneficial
ownership  of  a  total of 950,291 shares of common stock or approximately 10.6%

     Proposals  by  security  holders  under Rule 14a-8 to be presented at Clean
Diesel  2011 annual meeting must be received at Clean Diesel's offices not later
than  120  days before the mailing of the Company's proxy statement for the 2011
annual  meeting.  The  Company  in its Proxy Statement has anticipated that this
date  would  be  no  later  than  _________,  2010.

     Copies  of this Proxy Statement and any additional solicitation material we
may  provide  or file is available on the website of the Securities and Exchange
Commission,  www.sec.gov.  On written request, we will provide without charge to
             -----------
any record or beneficial owner of the Company's common or preferred stock a copy
of  such  Proxy  Statement  or  other  materials.  Written  requests  should  be
addressed  to:  Committee  to  Restore  Stockholder Value, c/o Cutler Law Group,
3355  West  Alabama,  Suite  1150,  Houston, Texas 77098.  Copies of the Company
Management's  Registration  Statement,  Annual Report on 10-K and other periodic
reports  may  be  obtained  at  the  website  of  the  Securities  and  Exchange
Commission,  www.sec.gov.
             -----------

PLEASE  SIGN,  DATE  AND  RETURN  PROMPTLY  THE  ENCLOSED BLUE PROXY CARD IN THE
                                                          ----
ENCLOSED  ENVELOPE.  BY  SIGNING AND RETURNING THE ENCLOSED BLUE PROXY CARD, ANY
                                                            ----
PROXY  PREVIOUSLY  SIGNED  BY  YOU  WILL  AUTOMATICALLY BE REVOKED.  IF YOU NEED
ASSISTANCE  IN  COMPLETING  YOUR  PROXY, PLEASE CALL JOHNNIE D. JOHNSON AT (860)
434-2465.


   THE COMMITTEE TO RESTORE STOCKHOLDER VALUE AND INTEGRITY FOR CLEAN DIESEL









                        CLEAN DIESEL TECHNOLOGIES, INC.
           PROXY FOR SPECIAL MEETING OF STOCKHOLDERS-_________, 2010
   THIS PROXY IS SOLICITED BY THE COMMITTEE TO RESTORE STOCKHOLDER VALUE AND
                    INTEGRITY FOR CLEAN DIESEL IN OPPOSITION
      TO MANAGEMENT'S NOMINEES FOR THE BOARD OF DIRECTORS OF CLEAN DIESEL
                               TECHNOLOGIES, INC.

     The  undersigned  hereby appoints Andrew Merz Hanson and M. Richard Cutler,
and  each  of  them,  with  full  power  of substitution and resubstitution, the
attorney(s)  and  proxy(ies)  of  the  undersigned,  to  vote  all  shares  the
undersigned  may  be  entitled  to  vote,  with all powers the undersigned would
possess  if  personally  present at the Special Meeting of Stockholders of Clean
Diesel Technologies, Inc., to be held on [day of week], [date] at [time], and at
any  adjournments  or  postponements  thereof  on  the  following  matters,  as
instructed  below,  and,  in  their  discretion,  on  such  other matters as may
properly  come  before  the meeting, including any motion to adjourn or postpone
the meeting, all as more fully described in the Proxy Statement of The Committee
to Restore Stockholder Value and Integrity for Clean Diesel ("Committee"), dated
September  __,  2010.

1.   ELECTION  OF  DIRECTORS

[ ] For  all  nominees  listed  below             [ ] WITHHOLD AUTHORITY to vote
    (except as indicated to the contrary below)       for all nominees

     ANDREW  MERZ  HANSON,  JOHN  J.  MCCLOY  II

INSTRUCTION:  If you wish to withhold authority and preclude the proxy(ies) from
voting  for any individual nominees, write the name(s) of such nominee(s) in the
space  provided  below:

________________________________________________________________________________


2.   REMOVE  THE  FOLLOWING  CLEAN  DIESEL  TECHNOLOGIES,  INC.  DIRECTORS

MICHAEL L. ASMUSSEN, DEREK R. GRAY, CHARLES W. GRINNELL, DAVID F. MERRION, MUNGO
PARK

[ ] For the proposal          [ ] Against the proposal         [ ] Abstain

3.   IN  THEIR  DISCRETION  THE  PROXIES NAMED ABOVE ARE AUTHORIZED TO VOTE UPON
SUCH  OTHER  MATTERS  AS  MAY  PROPERLY  COME  BEFORE THE SPECIAL MEETING OR ANY
ADJOURNMENTS  OR  POSTPONEMENTS  THEREOF.


                                                     (Continued on reverse side)



[REVERSE  SIDE  OF  PROXY  BELOW]

     This  proxy  when  properly  executed  will be voted in the manner directed
herein  by  the undersigned stockholder.  UNLESS OTHERWISE SPECIFIED, THIS PROXY
WILL  BE  VOTED  "FOR"  THE  ELECTION  OF THE COMMITTEE'S NOMINEES AS DIRECTORS.

     This  proxy  revokes  all  prior  proxies  given  by  the  undersigned.

                         Dated:____________________________________  2010

                         Signature:________________________________________

                         Signature  if
                         held  jointly_______________________________________

                         IMPORTANT:  Please  sign  exactly  as  name  appears on
                         your  stock certificate. Joint owners should each sign.
                         Executors,  Administrators,  Trustees,  etc.  should so
                         indicate  when  signing,  and  where  more  than one is
                         named,  a  majority  should  sign.

                         PLEASE  COMPLETE,  SIGN,  DATE  AND  MAIL THIS PROXY IN
                         THE  ENCLOSED  ENVELOPE.