Exhibit 10.7
15 June, 2004
Mr. F. Azima
One Palace Gate
London W8 5LS
Dear Farad,
Following our discussions after the Annual General Meeting, I am pleased to
confirm the matters on which we request your advice and assistance in addition
to the assistance you are giving to J M Finn and Nabarro Wells in their approach
to possible investors.
As discussed, the Company needs to achieve a step change in its ability to
commercialise its products (Platinum Plus and ARIS 2000) world-wide. This will
involve your assistance in consultation with the Board in:
- - the recruitment of a CEO to replace Jeremy Peter-Hoblyn on his retirement
- - recruitment of non-executive board members
- - recommending partners/licensees for the technology
- - recommending distribution agreements
- - establishing liaison with academic research institutions
- - evaluation of potential acquisitions
and all consequential matters.
I acknowledge that you have not carried out due diligence or any
investigation into the Company's financial position or business, which is
outside the scope of your knowledge. You are relying in good faith upon the
results presented at the Company's annual general meeting on 10th June 2004 and
other historical information concerning the Company made available to you.
You are not qualified to and will not have any responsibility to provide
financial advice or act as financial adviser to the Company or anyone else. Nor
do you have any responsibility to raise funding for the Company. If you attend
meetings with potential investors in the Company, any representations made
regarding the Company will be made by the management of or the brokers or
financial advisers to the Company and you will have no responsibility for them.
I confirm that, in consideration of your agreeing to assist the Company in its
current fund raising exercise, the Company will indemnify you and hold you
indemnified against any actions claims or demands made or brought against you
in connection with the performance of your duties as a consultant to the Company
or in connection with any fund raising by the Company, and against all liability
relating thereto (including the costs of defending any such litigation). This
indemnity will survive the termination of your consultancy for whatever reason.
Further, the Compensation and Nominating Committee of the Board of
Directors of the Company will be pleased to nominate you as an additional
director and Executive Vice Chairman once it is clear that the prospective
funding will proceed satisfactorily and the Company will be then able to proceed
to the next level of activity where your contribution will be needed.
Yours sincerely,
/s/ J. D. Peter-Hoblyn
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Jeremy D. Peter Hoblyn
Chief Executive Officer
I agree the terms of the above letter this 18th day of June, 2004.
/s/ Farad Azima
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Farad Azima
[GRAPHIC OMITED]
CLEAN DIESEL TECHNOLOGIES, INC.
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300 Atlantic Street, Suite 702, Stamford, CT 06901-2522 Tel: (203) 327-7050 Fax:
(203) 323-0461
Farad Azima Esq.,
One Palace Gate,
London W8 5LS 25th May 2004
Dear Farad,
We are delighted that you have agreed to advise us as to general business
matters in the capacity of consultant. I write to confirm the arrangements.
As you know, last year we achieved 'verification status' with US EPA for
our first system; we now believe we are close to achieving broad coverage for
our two primary systems with EPA and that CARB seem likely to verify at least
one system in due course. As we achieve these crucial thresholds it is vital
that we position ourselves to maximise the opportunities that are opening up
both in USA and internationally. Your advice and assistance is sought in
planning and affecting the strategies that we need to put in place. This
broadly defines the task.
We have agreed a fee of 25,000 per quarter payable in arrears effective
1st June 2004.
The term of the consultancy is initially for 3 months and is extendable as
mutually agreed. On or by the completion of the consultancy and subject to
agreeing a suitable plan for the next phase of the company's development we
would propose to the Board that you be nominated for appointment to our Board in
such capacity as shall be mutually agreed and approved by the Board at that
time.
As a consultant you will observe the usual confidentiality terms and will
not undertake any similar consulting work for a competing business.
As agreed you will need appropriate office facilities and, as far as London
is concerned, you are welcome to use my office in Queen Anne Street and the
Company's offices in Stamford are available to you. You may need to visit other
locations. Travel expenses will be reimbursed on a business class basis.
I am also recommending to the Board that you be granted warrants over
250,000 of the company shares at an exercise price equal to the placing price in
the funding proposed by Eddie Edmonstone and conditional upon successful
completion of that funding. The warrants will have a ten year life and will be
transferable.
Agreed Yours sincerely,
/s/ F. Azima /s/ Derek Gray
May 25 2004
Chairman