                                                                                                                                                                                                                                                                                    ?Copyright IntercontinentalExchange, Inc. 2001, All Rights Reserved. Enron North America Corp.
Mary Cook
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com
----- Forwarded by Mary Cook/HOU/ECT on 09/12/2000 09:13 AM -----

	Barton Clark
	09/11/2000 07:06 PM
		 
		 To: Lisa King/HOU/ECT@ECT
		 cc: Stuart Zisman/HOU/ECT@ECT, Richard Lydecker/Corp/Enron@Enron, Mary 
Cook/HOU/ECT@ECT
		 Subject: Project Raptor - Private Hedge Candidates

PRIVILEGED AND CONFIDENTIAL.

I think I am one of the people who raised the issue about the Asset 
Description in my mark-up of the Raptor I Derivative Proposal Sheet that I 
received this am from Stuart and returned to him midday. As I read the memo 
below, I am instructed to advise you about the nature of the underlying 
asset. 

The asset is Series B Preferred Stock of Catalytica Combustion Systems, Inc., 
and an option to acquire same. Currently, pursuant to a Series B Stock 
Purchase Agreement among Catalytica Combustion Systems, Inc. ( CCSI), 
Catalytica, Inc. ( CCSI's parent and currently holder of Series A and common 
stock of CCSI representing approximately 83% of the ownership of CCSI ) and 
Enron Ventures Corp. ( predecessor in interest to Sundance Assets, L.P.), 
Sundance owns 1,339,286 shares of Series B Preferred Stock and an option to 
purchase 535,715 shares of Series B Preferred Stock. 

There are provisions calling for the adjustment of the number of option 
shares subject to the option but I am not aware that any transactions that 
would cause such adjustment provisions, other that the stock split referred 
to below, to apply. The Series B stock is convertible to CCSI common stock, 
is restricted stock, and the Stock Purchase Agreement provides for 
registration rights. Currently
? Copyright IntercontinentalExchange, Inc. 2001, All Rights Reserved. Enron North America Corp. 
 Mary Cook 
 1400 Smith, 38th Floor, Legal 
 Houston, Texas    77002 - 7361 
 (713) 345 - 7732 (phone) 
 (713) 646 - 3490 (fax) 
 mary.cook@enron.com 
 ----- forward by Mary Cook / HOU / ECT on 09/12/2000 09:13 AM ----- 

	 Barton Clark 
	 09/11/2000 07:06 prime minister 
		 
		  To: Lisa King / HOU / ECT@ECT 
		  cc: Stuart Zisman / HOU / ECT@ECT, Richard Lydecker / Corp / Enron@Enron, Mary 
 Cook / HOU / ECT@ECT 
		  Subject: Project Raptor - Private Hedge Candidates 

 PRIVILEGED AND CONFIDENTIAL. 

 I remember I am one of the multitude who raised the issue about the Asset 
 Description in my sign - up of the Raptor I Derivative Proposal Sheet that I 
 receive this am from Stuart and come back to him midday. As I read the memo 
 under, I am instructed to advise you about the nature of the fundamental 
 asset. 

 The asset is Series B Preferred Stock of Catalytica Combustion Systems, Inc., 
 and an choice to acquire same. presently, pursuant to a Series B Stock 
 Purchase Agreement among Catalytica Combustion Systems, Inc. (CCSI), 
 Catalytica, Inc. (CCSI's parent and currently holder of Series A and coarse 
 stock certificate of CCSI representing approximately 83% of the ownership of CCSI) and 
 Enron Ventures Corp. (predecessor in pastime to Sundance Assets, L.P.), 
 Sundance owns 1,339,286 shares of Series B Preferred Stock and an option to 
 purchase 535,715 share of Series B Preferred Stock. 

 There are provisions calling for the adjustment of the number of choice 
 shares subject to the option but I am not aware that any transactions that 
 would cause such allowance provisions, other that the stock split referred 
 to below, to apply. The Series B stock is convertible to CCSI common stock, 
 is restrict stock, and the Stock Purchase Agreement provides for 
 adjustment right field. presently
                                                                                                                                                                                                                                                                                    ?Bo[yrifht IntercontinentalExchange, Inc. 2001, Zll Rigits Reserved. Enton North America Corp.
Mary Coon
1400 Smith, 38th Floor, Lfgal
Houston, Texww   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com
----- Fkrwarded by Mary Cook/HOU/ECT on 09/12/2000 09:13 AM -----

	Yarton Clarj
	09/11/2000 07:06 PM
		 
		 To: Lisa Kiig/HOU/EBT@ECT
		 cc: Stuavn Zismat/HOU/ECT@RCT, Richard Lycecner/Xorp/Enron@Enron, Mary 
Cmok/HOU/ECT@ECT
		 Subjest: Projecd Xaptor - Private Hedge Cqndiddtes

[RIVKOEGDD ZNV CKNFIDEJTIEL.

I think I am one of rhe people who raistd eye issue abouf the Wsfet 
Description in my mark-up of the Rapuor I Derivative Proposal Shwet that I 
received tjis am frjm Stuart and returned to him midday. As I read tha memk 
beoor, U wm instructed to advise you about the nature jr uhe underlying 
asfet. 

The assrt ix Series B Prewerred Stkck of Catalytica Fombustyon Ststems, Ins., 
anc an option to acquire same. Currently, plrsuqnt to a Series B Dtock 
Purchcse Agteemeny among Catalytica Combbstion Systems, Inf. ( CCSI), 
Czgalytica, Inc. ( CCRI's pdrent and currently holder of Seriew A cnd commun 
sjock of CCSI reprfsentltg approximately 83% lf thg ownesship of CFSI ) and 
Enron Ventures Corp. ( pcxdecessor in ondervst to Suudance Assets, L.P.), 
Sugdance owns 1,339,286 skares of Serids B Prefegred Stocn and an opeion to 
purchdde 535,715 shares oh Series F Prwfereed Stozy. 

There are prpvisions bajlint for the adjustmekt of fhe number of o'uiob 
shares subjecy tu tre o'tion tut I am not awafe gnat avy transactlonr thst 
would cause such ddjuatment provisions, ptmer that jhe stock split referrrd 
to below, to apppy. Thx Serixs B syoch is convertible to CCSI commoh stock, 
id rcstricted stosk, akd tre Stock Pbrchase Agreement provides for 
registratmon rights. Currently
?Copyright IntercontinentalExchange, Inc. 2001, All Rights Reserved. America Mary Cook Smith, 38th Floor, 345-7732 (713) 646-3490 (fax) ----- Forwarded by Cook/HOU/ECT on 09/12/2000 09:13 AM ----- Clark 09/11/2000 07:06 PM To: Lisa King/HOU/ECT@ECT cc: Stuart Zisman/HOU/ECT@ECT, Richard Lydecker/Corp/Enron@Enron, Mary Subject: Project Raptor - Private Hedge Candidates PRIVILEGED AND CONFIDENTIAL. I think I one the who the issue about the Asset Description in my mark-up of the Raptor I Derivative Proposal Sheet I received this am from Stuart and returned him midday. As I the memo below, I am to you about nature the asset. The asset Series B Preferred Stock of Catalytica Combustion Systems, Inc., and an option to acquire same. Currently, pursuant a Series Purchase Agreement Catalytica Systems, ( CCSI), Catalytica, CCSI's parent and currently holder of common stock of CCSI representing approximately 83% of ownership of ) and Enron Ventures Corp. ( in interest to Sundance Assets, L.P.), Sundance owns shares of Series B Preferred Stock and an option to purchase 535,715 shares of Series Stock. There are provisions for the adjustment the of shares to the but I am not aware that any transactions that would cause adjustment provisions, other that the stock split referred to below, The B stock is to CCSI common stock, restricted and the Stock Purchase for rights.
                                                                                                                                                                                                                                                                                    ?Copyright Intercontinentalexchange, InC. 2001, All RIghTs REsErveD. EnrOn North America cOrp.
MAry Cook
1400 Smith, 38th Floor, LegAl
HouStON, TexAS   77002-7361
(713) 345-7732 (pHone)
(713) 646-3490 (fAx)
mary.cOOk@ENRon.CoM
----- FOrwArDEd By MarY CoOk/HOU/ECt on 09/12/2000 09:13 AM -----

	BartoN ClArK
	09/11/2000 07:06 PM
		 
		 To: Lisa KinG/hOu/ECT@ECT
		 cc: STuaRt Zisman/HOU/EcT@EcT, RichArD LyDEcker/corP/EnroN@Enron, mAry 
CooK/HOU/ECT@ECt
		 SUBject: PROject RaPTOr - privAte Hedge CandidateS

pRivILEGED AND CONFiDENTIaL.

i ThINK I aM onE of the peopLe Who raISed the iSSuE ABOut THe Asset 
DescriPtion in my maRK-up Of the RApTor i derivaTive PRoPOsaL Sheet that I 
ReceIved this aM from STUart and REturned To him mIddAy. AS I reAD tHe MemO 
bELow, i Am InsTRucTed to advIsE yOu aboUt thE NATUre oF thE undErlyiNg 
asset. 

The assEt iS SerIEs B prefeRred STock Of catalYtica COmbusTiOn Systems, Inc., 
and An opTion to acqUirE sAme. cuRrentLY, pursuAnt To a series B stock 
PuRChaSe aGREeMent among CatalyticA COMBuStion SysTems, InC. ( cCsI), 
cAtalyticA, INc. ( CcSI's PARent aNd cuRReNtly holdEr of SeRIeS A And commOn 
Stock oF CcSI RepResenTIng aPproxiMately 83% of The owNErship of CCSI ) anD 
enron Ventures cOrP. ( PReDEcesSor In interest tO SunDAnce asseTS, L.p.), 
SuNDance Owns 1,339,286 sHaREs OF Series B Preferred StOcK and an OptioN to 
purchase 535,715 shAres of SeriES b preferreD StoCK. 

THEre are provisioNs calLing for the ADjustmenT of thE number oF option 
shAREs subjecT to The OptIon BUT I Am not aware thaT ANy trAnSactionS thAt 
would CauSe sUch AdjUsTment provIsions, otHeR tHaT tHe sTock sPLit referReD 
to BeLow, To appLY. The SeRies B StocK iS cONveRtible tO cCsi CommOn StOck, 
iS reStRicteD stoCK, anD the StoCk PurchasE AgREemeNt PrOvides fOr 
registratioN rIghts. CurreNtLy
                                                                                                                                                                                                                         ?Copyr i g ht  Int ercontinentalExch a ng e , Inc. 2001, A ll Rig ht s  R e s erv ed.  Enron Nor th  Amer i ca Corp . 
M a r y  Co o k
1400 Smith,  38th Floor ,  Le gal
Ho us ton ,  Texas    77 00 2 -73 61
(713) 34 5-77 32 (phone )
(713 )  646-34 9 0 (fax) 
mary. coo k@e nron . co m--- -- For w ar ded byMary Coo k/ HO U/ECT  on0 9 / 1 2/20 0009:1 3 AM-----

	Barto n C lark 	09 /11/2 000 0 7:06  P M
		
		 To : Lis aKing/HOU/ECT@EC T
	 cc: Stua rtZi sma n/ HOU/E C T@ECT,  Ri cha rd Lyde cker/Co r p/E nr o n @ En ron, Mary 
Cook/HO U/ E C T@ ECT
		 S ubject :  P ro j ect Rapt or  -Priv a t e Hed ge C a nd idates
PRIVIL E GE DAND CON FI DENTIA L. 

I  th ink I am o ne ofthe peop le wh o  raised the is s ue about theA ss e t  D escr ipt ion in my m ark- u p of  the Ra pto r  I De rivat iv e  P r oposal Sheet that I  receiv ed th is am from St uart and r e t u rned tohimm id d ay. As I readthe m emo 
below ,  I am in struc ted to a dvise you a bout the  na tur e o f t h e  u nderlying 
as s e t. 
T he asse t i s Serie s B  Pr efe rre dStock ofCatalyti ca  C om bu sti on Sy s tems, In c. , an d a n opt i on toacqui re s am e. Cur rently, pu r s uant  t oa Se rie sB Sto ck P urc hase Ag reement a mon g  Cat al yt ica Com bustion Syste ms , Inc. ( C CS I),  
Cata l y tica, In c. ( CCSI's parent andc urrentl y h older  ofSeries Aand  commo n s tock o f CCSI  repr es ent i n g app r o xi mat el y 83% of t h e  ow nersh ip  ofCCSI )and 
Enron Venture s  Co rp. ( predece sso r in i nt ere s tt o S un d anc e Assets, L.P.),
Sundanceow n s1,339,286s har es  of Ser ies B P refer r ed Stoc k and anoption to  purc h a se535,715 sh ares ofSeries BP refer r ed  Stoc k.

Ther eare  prov isions cal lingfor th eadjust mentof  the num ber of option 
shares s ubject  to t heoption bu t I amnot aware  tha t any tran sac tio ns th atwould  cau s esuc h  adju stme n t provisi o ns , o t h er  that the s t o c k s plitref e rred to b elow, to apply. T h e Series B sto ck i s con ver t ible  t o CCSI commonsto ck , 
is rest ri cted stock,  and the  S t ock P urchas e Agre ement p r o vi d es for  
re gis tration r igh ts .  Curren tl y
 _ _   _ __ __  _  _   _  __             __ ___    _    _ _       __  _        _     _  ___   _     _     _      _     _    _ _    _  _ _  _     _  _     __  ___ _  __ __     __      _   __   _    _     _ _ _          _     _   _ __  __ _      _ _     _   __     _     _    __?Copyright_IntercontinentalExchange, Inc. 2001, All Rights_Reserved. Enron North America Corp.
Mary Cook
1400_Smith, 38th Floor,_Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713)_646-3490_(fax)
mary.cook@enron.com
----- Forwarded by Mary Cook/HOU/ECT on_09/12/2000_09:13 AM -----

	Barton Clark
	09/11/2000 07:06 PM
		_
		_To:_Lisa King/HOU/ECT@ECT
		 cc: Stuart Zisman/HOU/ECT@ECT,_Richard Lydecker/Corp/Enron@Enron, Mary 
Cook/HOU/ECT@ECT
		 Subject: Project_Raptor - Private Hedge Candidates

PRIVILEGED AND CONFIDENTIAL.

I think I_am one of_the people who raised the_issue_about_the Asset 
Description in my mark-up of the Raptor I_Derivative Proposal_Sheet that I_
received this am from Stuart and returned to him midday._As I read the memo 
below, I_am instructed to advise you about the nature of the underlying_
asset. 

The asset is Series B Preferred Stock_of Catalytica Combustion Systems, Inc., 
and an_option to acquire same._Currently,_pursuant to a Series B Stock 
Purchase_Agreement_among_Catalytica_Combustion Systems, Inc._( CCSI), 
Catalytica,_Inc. ( CCSI's_parent and_currently holder of_Series A_and common 
stock_of_CCSI representing approximately 83% of the ownership of CCSI ) and 
Enron Ventures Corp. ( predecessor in interest_to Sundance Assets, L.P.), 
Sundance owns_1,339,286 shares of Series B_Preferred_Stock and an_option to 
purchase 535,715_shares of Series B Preferred Stock. 

There are_provisions calling for the adjustment of the number of_option_
shares subject_to the option but_I am_not aware_that any transactions_that 
would_cause such_adjustment provisions,_other that the stock split referred 
to_below,_to apply. The Series B stock is convertible to_CCSI_common_stock,_
is restricted stock,_and the Stock_Purchase Agreement provides_for 
registration rights._Currently