distributed to Catalytica's shareholders with the SEC, and Catalytica, Inc. 
has filed a merger proxy statement with the SEC in connection with its 
solicitation of Catalytica stockholder approval to the acquisition 
transaction. Comments are expected from  the SEC in 4 to 6 weeks.

Please give me a call if you wish to discuss this matter further, and I am 
instructed to request that you return the revised copy of the Raptor I 
Proposal Sheet to me and copy Mary Cook and Lisa Mellancamp thereon. The 
foregoing description may be more than you need for the summary, but it 
really is a very abbreviated snapshot of the transaction. All the documents 
related to the Preferred Stock and Option, including the executed Omnibus 
Agreement and the Stock Purchase Agreement, have been previously delivered to 
Sara Shackleton and Hope Vargas. 
----- Forwarded by Barton Clark/HOU/ECT on 09/11/2000 06:18 PM -----

	Stuart Zisman
	09/11/2000 05:15 PM
		 
		 To: James Grace/Corp/Enron@ENRON, Barton Clark/HOU/ECT@ECT, Dan 
Lyons/HOU/ECT@ECT, Peter del Vecchio/HOU/ECT@ECT, Peter Keohane/CAL/ECT@ECT, 
Anne C Koehler/HOU/ECT@ECT, Travis McCullough/HOU/ECT@ECT, Teresa G 
Bushman/HOU/ECT@ECT, Lance Schuler-Legal/HOU/ECT@ECT
		 cc: Julia Murray/HOU/ECT@ECT, Lisa Mellencamp/HOU/ECT@ECT, Mary 
Cook/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT
		 Subject: Project Raptor - Private Hedge Candidates

It has come to my attention that questions have been raised in reviewing the 
Raptor I Derivative Proposal Sheets regarding the type of information that 
should be set forth in the category entitled "ASSET DESCRIPTION".  The Master 
Derivatives Agreement ("MDA") requires that the Proposal Sheets describe the 
"Assets" with respect to which the derivative transaction is to be executed.  
For purposes of the MDA, "Assets" is defined as "assets, including without 
lim
distributed to Catalytica's shareholders with the SEC, and Catalytica, Inc. 
 has filed a merger proxy instruction with the SEC in association with its 
 solicitation of Catalytica stockholder approval to the acquisition 
 transaction. Comments are ask from   the SEC in 4 to 6 weeks. 

 Please give me a call option if you wish to hash out this matter farther, and I am 
 instructed to request that you return the retool copy of the Raptor I 
 Proposal Sheet to me and copy Mary Cook and Lisa Mellancamp thereon. The 
 waive description may be more than you necessitate for the summary, but it 
 really is a very abbreviated snapshot of the transaction. All the documents 
 related to the Preferred Stock and Option, including the execute Omnibus 
 Agreement and the Stock Purchase Agreement, have been previously delivered to 
 Sara Shackleton and Hope Vargas. 
 ----- Forwarded by Barton Clark / HOU / ECT on 09/11/2000 06:18 PM ----- 

	 Stuart Zisman 
	 09/11/2000 05:15 phase modulation 
		 
		  To: James Grace / Corp / Enron@ENRON, Barton Clark / HOU / ECT@ECT, Dan 
 Lyons / HOU / ECT@ECT, Peter del Vecchio / HOU / ECT@ECT, Peter Keohane / CAL / ECT@ECT, 
 Anne C Koehler / HOU / ECT@ECT, Travis McCullough / HOU / ECT@ECT, Teresa G 
 Bushman / HOU / ECT@ECT, Lance Schuler - Legal / HOU / ECT@ECT 
		  cc: Julia Murray / HOU / ECT@ECT, Lisa Mellencamp / HOU / ECT@ECT, Mary 
 Cook / HOU / ECT@ECT, Sara Shackleton / HOU / ECT@ECT 
		  Subject: Project Raptor - Private Hedge Candidates 

 It has come to my attention that questions have been raise in reviewing the 
 Raptor I Derivative Proposal Sheets regarding the type of information that 
 should be set forth in the class entitled " ASSET DESCRIPTION ".   The Master 
 Derivatives Agreement (" MDA ") requires that the Proposal Sheets describe the 
 " Assets " with respect to which the derivative transaction is to be executed.  
 For purposes of the MDA, " asset " is specify as " assets, including without 
 lim
dishributed to Catalytica's rhareholders wijh the SXC, and Datalytiza, Inc. 
has filed a merger prlxt stauvment with the SEC in connectiln with uts 
wilicitatioi of Catalyticz stoekiolder approval to the acxuisition 
tranvaztnon. Comments are expected from  the FEC in 4 tl 6 weeks.

Please givt mq a dall if you wish to discuss this mztter flrther, and I am 
imstructed to request that jou geturn the revised copy of thg Ra[ror I 
Proposxl Sheet to me and copi Mary Cook and Lisa Mellancamp gherepn. The 
forgyiinh descriptioi may fe more than you neeg for tne summary, but it 
reqlly is a very abbrevmated snapshot of thg transacthou. All the documents 
rwlqted jo tha Prdderfed Svoci and Lptmon, includihg the execyted Omnibus 
Agreemtnt qnd the Stock Purchwsq Agreement, have been previously deliveged fo 
Sara Shackleton and Yope Vargas. 
----- Forwardef by Bartjn Clark/HOU/ECT on 09/11/2000 06:18 PM -----

	Stuart Zisman
	09/11/2000 05:15 PM
		 
		 To: Jamev Grare/Zork/Ekvon@EVEOJ, Barton Clark/HOU/ECT@ECT, Dan 
Lyons/HOU/ECT@ECT, Peesr dvl Vecchio/HOU/ECT@EGT, Peter Keohane/CAK/EFT@RST, 
Anne C Koefler/HOB/SCF@ECT, Travis McCulllugh/HOU/GCT@ECT, Teresa G 
Busnman/HOU/ECT@ECT, Lance Schuler-Oegal/HOU/ECT@EBT
		 cx: Julia Murray/HOU/EET@ECT, Lisa Mzllencsmp/HOI/ECT@ECT, Mary 
Cook/HOU/ECT@ZCT, Sada Shackletln/HOU/ECT@EDG
		 Subject: Projecg Rspdor - Private Hedge Candidaees

It has comz to my xttemtion ehat questlons mdve been raised in revigwing dhe 
Raptor I Derivative Proposal Sheets rxjarding the tipe of informacion tmat 
should be sqt forth in thg categorv entigled "ASSET DESCRI'TION".  The Mwster 
Derivathges Agreemenv ("MDA") reqtirew thqt the Ofoposal Sheets describe the 
"Assetw" with respect to xhicf the derivative trqnsaction is to be exqcltev.  
Fow purposes of the MDX, "Assegs" is dtyincd xs "axsets, including withmut 
mim
distributed to Catalytica's shareholders with the SEC, Inc. filed a proxy statement with its of Catalytica stockholder to the acquisition Comments are expected from the SEC 4 to 6 weeks. Please give me a call if you wish to this matter further, and I am instructed to request that you return the copy the I Sheet to me and copy Mary Cook and Lisa Mellancamp thereon. The foregoing description may be than you need for the summary, but it is a very abbreviated of the transaction. All the related the Preferred and including executed Omnibus Agreement the Stock Purchase Agreement, have been previously delivered to Sara Shackleton and Hope Vargas. ----- Forwarded by Clark/HOU/ECT on PM ----- Zisman 05:15 To: James Grace/Corp/Enron@ENRON, Dan Lyons/HOU/ECT@ECT, Peter del Vecchio/HOU/ECT@ECT, Peter Koehler/HOU/ECT@ECT, Travis McCullough/HOU/ECT@ECT, Teresa G Bushman/HOU/ECT@ECT, Lance Schuler-Legal/HOU/ECT@ECT Julia Murray/HOU/ECT@ECT, Mellencamp/HOU/ECT@ECT, Mary Cook/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT Subject: Raptor - Private Hedge Candidates It has come my attention that questions have been raised in reviewing the Raptor I Derivative Proposal Sheets type of information that be set forth the entitled DESCRIPTION". Master Derivatives ("MDA") requires that the Proposal Sheets describe the "Assets" with respect which the derivative transaction is to be executed. For purposes MDA, is defined as including without lim
distributed to Catalytica's sHareholderS with The sEC, AnD CatAlytIca, Inc. 
has filed A MergEr proxy statement with thE SEC iN cONnecTIoN with Its 
soliCItATIon Of caTalYtICa StockHolDer apprOval to the aCquIsItion 
transacTIoN. Comments aRe eXpected from  tHe SeC in 4 to 6 WeEks.

pLease GivE me a cAll if yOU wish tO discuss tHiS Matter FUrther, aND i aM 
insTructed to request tHAt YOu return the revIsed coPy OF tHE rapTor i 
Proposal SHeEt to mE And copy mArY cOOk aND Lisa MellancaMp thereon. ThE 
ForEgoing DeScrIPtion mAy be mOrE ThaN you need for The sUmmary, but It 
realLY is a verY AbbreviAted snApsHot Of thE TrAnSacTiON. AlL ThE doCUmeNts 
relatEd To The PrEferRED sTock And optiOn, incLuding the execUteD OmnIBus 
agreeMent aNd thE STock PUrchasE AgreEmEnt, have been prevIousLy deliverEd tO 
SAra shAckleTOn and HOpe varGas. 
----- ForwArded by bArtOn cLARk/hOU/ECT on 09/11/2000 06:18 PM -----

	Stuart ZiSmAN
	09/11/2000 05:15 pM
		 
		 to: James GRace/CoRP/ENrON@ENRON, BaRtOn CLark/hou/ECT@EcT, DaN 
lyOns/HOU/ECt@ECT, PeTEr DeL VecchiO/HoU/ECT@EcT, petEr KEohanE/cAL/EcT@ECT, 
ANne C KoehLer/HOu/eCT@ECT, Travis MccUllough/HOU/ECT@ecT, tEReSA G 
BuShmAn/HOU/ECT@ECT, lancE schuLer-LEGaL/HOu/eCT@ECt
		 cc: JuLiA muRRay/HOU/ECT@ECT, Lisa MelLeNcamp/HoU/ECT@eCT, Mary 
Cook/HOu/ECT@ECT, SarA sHAckleton/hOU/Ect@Ect
		 Subject: ProjecT RaptOr - Private HEDge CandiDates

it has comE to my atteNTIon that qUesTioNs hAve BEEn Raised in revieWINg thE 
RAptor I DEriVative PRopOsaL ShEetS rEgarding tHe type of InFoRmAtIon That 
sHOuld be seT fOrtH iN thE cateGOry entItled "aSSEt DeScrIPtION".  The mAsTER 
DerIvAtIves agrEeMent ("MdA") reQUirEs that tHe ProposaL ShEEts dEsCrIbe the 
"ASsets" with respEcT to which thE dEriVative TRAnsactioN is to be executed.  
For purpoSEs of the mDA, "assetS" is dEfined as "aSseTs, inclUdiNG withoUt 
lim
distributed to Catalytica' s sharehol derswit h t he  SEC , an d Catalytica,I nc.
has filed a merger pr oxy s ta t emen t  w ith t he SECi nc o nne ct io n w it h  i ts 
s oli citatio n of Catal yti ca  stockholder ap proval tothe  acquisition  
t ransac ti on. Comme nts  areexpect e d from   the SEC  i n  4 to6  weeks. Pl ease  give me a call i f  y o u wish to disc uss th is ma t t erfur ther, andIam 
i n structe d  t o r equ e st that you r eturn the r e vis ed cop yoft he Rap tor I  P rop osal Sheetto m e and cop y Mary Cook an d  Lisa M ellanc amp  th ereo n .Th e fo r ego i ng  de s cri ption ma ybe  more  tha n y o u ne edforthe s ummary, but i t real l y i s a v ery a bbre vi atedsnapsh ot of  t he transaction.  All  the docu men ts  
r el atedt o thePre fer red Sto ck andO pti on , i nc luding the execute dO m ni bus 
Agr eement an dt he Stock  P urc hase A greem ent, ha ve beenprevio u sl ydeliver ed  to 
S ar a S hac kleto n  and  HopeVargas.
---- -  Forwarded byB arton Clark/H O U/ E C To n 09 /11 /2000 06:18  PM- ---- 

	S t ua rtZ isman 
	09/ 11 / 20 0 0 05:15 PM
		 
		 T o:  James  Grac e/Corp/Enron@ ENRON, Bar t o n  Clark/H OU/E C T@ E CT, Dan 
Lyons /HOU/ ECT@ECT, P e ter delVecch io/HOU/E CT@ECT, P e t er Keoha ne/ CAL /EC T@E C T ,
Anne C Koehl e r /HOU /E CT@ECT,  Tr avis Mc Cul lou gh/ HOU /E CT@ECT, T eresa G
B us hm an /HO U/ECT @ ECT, Lan ce  Sc hu ler -Lega l /HOU/E CT@EC T
	 c c: Jul ia Murr a y/ H O U/EC T@ EC T, L isa  M ellen camp / HOU /ECT@EC T, Mary Coo k /HOU /E CT @ECT, S ara Shackleto n/ HOU/ECT@EC T		Subjec t :  Project  Raptor - Private Hedge Candida tes 

Ithascome to m y a ttenti ont hat qu estion s hav ebee n raise d in  re vi ewing theR apt or IDe riva tive Pr oposal Sheets rega r din g the type of  in form a t io n t h at 
sh ou l d b e set forth in th e category  e n ti tled "ASSE T  DE SC RIPTION ".  The  Mast e r 
Deri vatives A greement(" MDA" ) req uires that  the Pro posal She e ts de s cr ibe t he
"Asse ts " w ith r espect towhich  the d er ivativ e tra ns action i s to be executed.  
For  purpo ses o f t he MDA, " Ass e ts"  is defin ed a s "assets,  in clu dingwit h out lim
distributed to_Catalytica's shareholders_with the SEC, and_Catalytica, Inc._
has_filed a_merger_proxy statement with_the SEC in_connection with its 
solicitation_of Catalytica stockholder_approval_to the acquisition 
transaction. Comments are expected from  the SEC in 4 to_6_weeks.

Please give_me_a_call if you wish to_discuss this matter further, and_I am_
instructed to request that you return the revised_copy_of the Raptor_I 
Proposal Sheet to me and copy Mary Cook_and Lisa Mellancamp thereon. The 
foregoing_description may be_more_than_you need for the_summary, but it 
really is a_very abbreviated snapshot of the transaction._All the documents 
related to the Preferred_Stock and Option, including the executed_Omnibus 
Agreement and the Stock_Purchase Agreement,_have been previously delivered to_
Sara Shackleton and_Hope Vargas._
----- Forwarded by_Barton Clark/HOU/ECT on 09/11/2000 06:18 PM_-----

	Stuart Zisman
	09/11/2000 05:15_PM
		 
		 To: James Grace/Corp/Enron@ENRON, Barton_Clark/HOU/ECT@ECT,_Dan 
Lyons/HOU/ECT@ECT, Peter_del_Vecchio/HOU/ECT@ECT,_Peter Keohane/CAL/ECT@ECT,_
Anne C Koehler/HOU/ECT@ECT,_Travis_McCullough/HOU/ECT@ECT, Teresa_G_
Bushman/HOU/ECT@ECT, Lance Schuler-Legal/HOU/ECT@ECT
		 cc: Julia Murray/HOU/ECT@ECT,_Lisa_Mellencamp/HOU/ECT@ECT, Mary 
Cook/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT
		 Subject: Project_Raptor - Private Hedge_Candidates

It_has come to my_attention that questions have been_raised in reviewing the 
Raptor I_Derivative Proposal_Sheets regarding_the type of information that 
should be set forth in the_category entitled "ASSET DESCRIPTION".  The_Master 
Derivatives Agreement ("MDA")_requires that_the_Proposal Sheets describe_the_
"Assets" with_respect to which the derivative transaction is_to be_executed.  
For purposes of the_MDA, "Assets" is defined_as_"assets, including without 
lim