Amendment to Engagement Letter between Clean Diesel Technologies, Inc. and Innovator Capital, Ltd. (August 23, 2010)

Summary

Clean Diesel Technologies, Inc. and Innovator Capital, Ltd. have agreed to extend their existing engagement agreement until September 30, 2010. Under this amendment, Innovator Capital will receive a cash payment of $500,000 (minus any monthly retainer fees already paid) and 194,486 shares of Clean Diesel Technologies' common stock for their role in the proposed CSI merger, if and when the merger is completed. All other terms of the original agreement remain unchanged.

EX-10.1 2 y86388exv10w1.htm EX-10.1 exv10w1

Exhibit 10.1

August 23, 2010

Mungo Park
Chairman
Innovator Capital, Ltd
4thFloor, 20 Deering Street
London W1S 1AJ U.K.

Dear Mungo:

The following is intended as a further amendment of the engagement letter between Innovator Capital, Ltd. (hereafter “you” or “your”) and Clean Diesel Technologies, Inc. (hereafter “we” or “our”) of 20 November 2009 (the “Engagement”). If you are in accord, kindly sign below where indicated.

1. We agree with you that the expiry date of the Engagement is extended until close of business on 30 September, 2010 with only the following amendment No. 2 below and otherwise by its terms as amended to date.

2. We agree with you that your remuneration for your role in the M&A Service under the Engagement, as amended, in connection with the proposed CSI merger transaction (the “Merger”) shall be, as, if and when completed, a) the cash amount of US$500,000.00 less monthly retainer fees paid and b) 194,486 shares of our Common Stock, par $0.01, prior to the contemplated reverse split related to the Merger.


Very truly yours,

Clean Diesel Technologies, Inc.

By:		/s/ Michael L. Asmussen
Name:		Michael L. Asmussen
Title:		President

By:		/s/ John B. Wynne
Name:		John B. Wynne
Title:		Interim CFO

Agreed to and Accepted this 23^rd day of August, 2010

Innovator Capital, Ltd.

By:		/s/ Mungo Park
Name:		Mungo Park
Title:		Chairman