, Tom White and Jack Urquhart both serve on the 
CCSI Boards of Directors, and Jack serves on the Catalytica Inc. Board.

Under an Omnibus Agreement entered into in September 2000, in connection with 
the restructuring of Enron's transactions with CCSI and in connection with 
the proposed acquisition of Catalytica, Inc, by a third party ( DSM, a Dutch 
pharmaceutical company)  and the distribution of Catalytica's CCSI shares to 
Catalytica's stockholders immediately prior to that acquisition, we agreed to 
convert the Series B to CCSI common, agreed to vote for a 2 for 1 stock 
split, and negotiated a cashless exercise of the option after the effective 
date of the spin off. The effectiveness of these provisions is dependent upon 
the effectiveness of distribution and acquisition The option itself ( as 
amended by the Omnibus Agreement and otherwise ) expires January 14, 2001. 
The distribution is expected to occur in the fourth quarter of 2000, but is 
subject to a variety of conditions. After the distribution and concurrent 
closing of the Catalyica acquisition transaction, CCSI ( which formerly 
looked to its parent for financing and much of its administrative and other 
support) will be a stand- alone public company listed on NASDAQ, with the 
uncertainties attendant thereto. 

The Omnibus Agreement also contains provisions amending Sundance's 
registration rights, the board representation provisions in the original 
Stock Purchase Agreement, and certain transfer restrictions ( to liberalize 
them and allow the Raptor transaction to take place). There are also 
agreements related to Enron North America's Xonon Technology Implementation 
Agreement with GE and West LB, which do not directly affect the Series B 
Preferred. These provisions instead go to the development program for CCSI's 
technology, to which ENA contributes funding, and conform that agreement to a 
change in CCSI's and GE's strategy for commercializing the technology. The 
funding obligation itself is interconnected with the turbine purchases for 
ENA's Pastoria project in California, but I don't believe that transaction 
needs analysis for these purposes, 

To comply with SEC rules in connection with the distribution, CCSI has filed 
an S-1 registration statement registering the CCSI common stock to be 

, Tom White and Jack Urquhart both serve on the 
 CCSI Boards of Directors, and Jack serves on the Catalytica Inc. Board. 

 Under an Omnibus Agreement entered into in September 2000, in connection with 
 the restructuring of Enron's minutes with CCSI and in association with 
 the proposed acquisition of Catalytica, Inc, by a third party (DSM, a Dutch 
 pharmaceutical company)   and the distribution of Catalytica's CCSI share to 
 Catalytica's stockholders immediately prior to that acquisition, we harmonize to 
 commute the Series B to CCSI common, agree to vote for a 2 for 1 stock 
 split, and negotiate a cashless exercise of the option after the effective 
 date of the tailspin off. The effectiveness of these provisions is dependent upon 
 the effectiveness of distribution and acquisition The option itself (as 
 amended by the Omnibus Agreement and differently) expires January 14, 2001. 
 The distribution is expected to occur in the fourth stern of 2000, but is 
 subject to a variety of condition. After the distribution and coincident 
 closing of the Catalyica acquisition transaction, CCSI (which formerly 
 looked to its parent for financing and much of its administrative and other 
 support) will be a stand- alone public ship's company listed on NASDAQ, with the 
 uncertainties attendant thereto. 

 The Omnibus Agreement also contains provisions amending Sundance's 
 registration rights, the board representation provisions in the original 
 Stock Purchase Agreement, and certain transfer restrictions (to liberalize 
 them and allow the Raptor transaction to take topographic point). There are also 
 agreement relate to Enron North America's Xonon Technology Implementation 
 Agreement with GE and West LB, which do not directly affect the Series B 
 Preferred. These provisions instead go to the development program for CCSI's 
 engineering, to which ENA contributes funding, and conform that agreement to a 
 change in CCSI's and GE's strategy for commercializing the technology. The 
 funding obligation itself is interconnected with the turbine purchases for 
 ENA's Pastoria project in California, but I don't believe that transaction 
 need analysis for these purpose, 

 To comply with SEC rules in connection with the distribution, CCSI has filed 
 an S-1 registration statement register the CCSI common stock to be
, Tol White and Jack Urquharu both serve on tkw 
CCSI Boarda of Dirdctors, and Jack serves on thx Caralytuca Inc. Board.

Under an Umnibus Ahreement enttred into in Septxjber 2000, ik conhcctiou xith 
the restrugturing of Anron's transacdiund with CCSI and in connection with 
ehe proloded acquisitiog of Satamjtlca, Inc, by a third party ( DSM, a Sutch 
piarmaceutical cpmpany)  and the distributiln ov Catalytica's CCSI shares to 
Xatajttica's stockfolders immediately prjor to that acquisition, we agredd to 
convert tye Seghes B to CCWI coimon, agreed bp vote for a 2 for 1 stock 
spkit, ane negotiated a cashlevs exercise of the option axtzr the effective 
date od the spit ofw. Thd erfxctjvenesd oh these probisions is eependent upon 
the tffqbyiveness of sistrifueion and acquisition The option itself ( as 
amended by the Omnibus Agreement and otherwlse ) expiwes January 14, 2001. 
The distribution is expected to occgr in ghe fjjetj quarter of 2000, but is 
subject to a variety of skncinions. After the dlstribution and comckrtgnt 
closing of the Ccfamyica acquisition hransacjion, CXSI ( whicr fotmerly 
looked to its parent for financiug qnd much of its adlinistrativz and pther 
support) will be a stanb- alons public colpany lisfdd on NASDAQ, witf tme 
gncertainties attendant thqreto. 

The Omnnbus Agrdememt alsj contains provlvions amending Sunfance'd 
segistratiln rights, the board representatmpn provisionx hn nhe origiual 
Stpck Purchase Wgreement, and eertain cransfdr restricnions ( to liberalize 
them and allma the Raptor transaceion to rake plxze). There are akso 
agreements relared to Enron North Amgrjca's Xonon Techuuoogy Implementayiov 
Adrvemxnt wydh GE and Wevt LC, wfoch du not direcbly affrct the Series B 
Prexerrsd. These provisionx lnstead gi to the development lrogram for CCSI's 
uechnonogb, to wnicr ENA contributes funding, and donform tjat agreement tj a 
ghande in CCSI'x and GE's strategy for commercializing vhe technology. The 
fundung obligation itsekn is intercoinecteq with tha turbine purchases dor 
ENA's Pastoria project in Californiz, but H don'h believe that transaction 
needs analysis for these purposes, 

To comply wirh SEC rules in cohnecyion fich che diseribntmon, CCSI has filec 
an S-1 registration statement rxgistering tke CCSI common stock to be 

, Tom White and Jack Urquhart both the Boards of and Jack serves Under Omnibus Agreement entered in September 2000, connection with the restructuring of Enron's with CCSI and in connection with the proposed acquisition of Catalytica, Inc, by third party ( DSM, a Dutch pharmaceutical company) and the distribution of Catalytica's shares Catalytica's immediately to that acquisition, we agreed to convert the Series B to CCSI common, agreed to vote a 2 for 1 stock split, and negotiated cashless exercise of the after the effective date of spin The effectiveness these is upon the effectiveness distribution and acquisition The option itself ( as amended by the Omnibus Agreement and otherwise ) expires 14, 2001. is expected occur the quarter of 2000, subject to a variety of conditions. and concurrent closing of the Catalyica acquisition transaction, ( which looked to its parent for financing much of its administrative and other support) will a stand- alone public company listed on NASDAQ, with the uncertainties attendant thereto. The Omnibus contains provisions amending Sundance's rights, the board provisions the Stock Agreement, and transfer restrictions ( to liberalize them and allow the Raptor transaction take place). There are also agreements related to Enron North Technology Agreement with GE West LB, which do directly the Series B Preferred. instead to for technology, which ENA contributes funding, conform that agreement to a in CCSI's and GE's The funding obligation itself is interconnected with the purchases for ENA's Pastoria project in California, I don't believe that transaction needs analysis for these purposes, To comply SEC rules with the distribution, CCSI has filed an S-1 statement registering the CCSI stock to be
, Tom White and Jack Urquhart boTh serve on tHe 
CCSi BoArdS oF DirEctoRs, and Jack serveS On thE Catalytica Inc. Board.

UndEr an OMnIBus AGReEment Entered INtO IN SePtEmBer 2000, In COnNectiOn wIth 
the rEstructuriNg oF ENron's transacTIoNs with CCSI And In connection WitH 
the prOpOseD AcquiSitIon of catalyTIca, Inc, By a third pArTY ( DSM, a DUTch 
pharMACeUticAl company)  and the diSTrIBution of CatalyTica's CcSi ShAREs tO 
CaTalytica's sToCkholDErs immeDIaTELY prIOr to that acquiSition, we agrEEd tO 
conveRt The sEries B To CCSi cOMmoN, agreed to voTe foR a 2 for 1 stocK 
split, ANd negotIAted a caShless ExeRciSe of THe OpTioN aFTer THe EffECtiVe 
date of ThE sPin ofF. The EFFECtivEneSs of These Provisions is dEpeNdenT UpoN 
the eFfectIvenEsS of diStribuTion aNd Acquisition The oPtioN itself ( as 
AmeNdEd bY tHe OmnIBus AgrEemEnt And otheRwise ) exPIreS JANUArY 14, 2001. 
The distribution is ExPECtEd to occuR in the FOuRtH Quarter oF 2000, bUt iS 
subJECt to a VariETy Of conditIons. AfTEr ThE distriBuTion anD cOncUrrEnt 
clOSing Of the CAtalyica AcquiSItion transactiON, CCSI ( which forMErLY 
LoOKed tO itS parent for fInanCIng aNd muCH oF itS AdminIstraTiVE aND other 
support) will be A sTand- alOne puBlic company liSted on NASDaq, WIth the 
unCertAInTIes attendant thEreto. 

the Omnibus aGreement Also cOntains pRovisions AMEnding SuNdaNce'S 
reGisTRAtIon rights, the bOARd rePrEsentatIon ProvisiOns In tHe oRigInAl 
Stock PuRchase AgReEmEnT, aNd cErtaiN Transfer ReStrIcTioNs ( to lIBeraliZe 
theM and AlLoW The raptor tRAnSACtioN tO tAke pLacE). THere aRe alSO 
agReementS related tO EnROn NoRtH AMerica's xonon TechnoloGy implementaTiOn 
AGreemeNT With GE anD West LB, which do not directLY affect The serieS B 
PrEferred. ThEse ProvisIonS InsteaD go to tHe devElOpmENT progRAM fOr CcSi's 
technoloGY, To wHich EnA ContRibutes Funding, and conform tHAt aGreement to a 
chAngE in Ccsi's And ge's STraTeGY foR COmmercializing tHe technoloGy. tHe 
Funding oblIGatIoN itself Is interConneCTed with The turbinE purchaseS fOr 
ENa'S pasToria projeCt in CaliFornia, but i Don't bELiEve thAt tRansacTiOn 
nEeds aNalysiS For These PurposEs, 

to compLy witH SeC rules iN connection with the distrIbutioN, CCSI Has Filed 
an S-1 rEgiSTraTion stateMent RegisterinG thE CCsI comMon STock tO be 

, Tom White and Jack Urquh art both s erveonthe  CCSI  Boa rds of Directo r s, a nd Jack serves on theCatal yt i ca I n c.  Boar d.

Und e ra n  Om ni bu s A gr e em ent e nte red int o in Septe mbe r2000, in con n ec tion with
th e restructur ing  of En ro n's trans act ionswith C C SI and  in conne ct i on wit h  
the p r o po sedacquisition of Ca t al y tica, Inc, bya thir dp ar t y  (DSM , a Dutch
p harma c eutical co m p a ny)  and the dist ribution of Cat alytic a' s C C SI sha res t oCat alytica's s tock holders i mmedia t ely pri o r to th at acq uis iti on,w eag ree dt o c on ver t  th e Series  B  t o CCS I co m m o n , ag ree d to  vote  for a 2 for1 s tock 
sp lit,and n egot ia ted a  cashl ess e xe rcise of the op tion  after th e e ff ect iv e 
da t e of t hespi n off.The eff e cti ve n e s sof these provision si s  d ependent  uponth ee ffective ne ssof d i s tribu tion an d acquis itionT he  o ption i ts elf (as  
a men ded b y  the  Omnib us Agree menta nd otherwise ) expires Janua r y1 4 ,2 001.  
T he distribu tion is e xpec t ed  to occur  in t he fo u rth quarter of 2000 ,but is  
sub ject to a var iety of co n d i tions. A fter th e  distributionand c oncurrentclosingof th e Cataly ica acqui s i tion tra nsa cti on,  CC S I  (  which former l y  
lo ok ed to i tsparentfor  fi nan cin gand muchof its a dm in is tr ati ve an d  other su ppo rt ) w ill b e  a sta nd- a lone  p ub l iccompany li s t ed o nNA SDAQ , w it h the  
un c ert ainties  attendan t t h eret o.  
The Om nibus Agreeme nt  also cont ai nsprovis i o ns amend ing Sundance's 
registr a tion ri ght s, th e bo ard repre sen tation  pr o vision s in t he or ig ina l 
Stoc k Pu rch as e Agreemen t ,  an d cer ta in t ransfer  restrictions ( to lib eralize 
them  an d al l o wthe Ra p tor  t r ans a c tion to take pl ace). Ther ea re  also 
agr e eme nt s relat ed to E nronN orth Am erica's X onon Tech no logy I mpl ementation  
Agreem ent withG E and We st LB , w hich d onot  dire ctly a f fec t the  Serie sB 
Pre ferre d.  These p rovisions instead go to  the d evelo pme nt progra m f o r C CSI's 
te chno logy, to w hic h E NA co ntr i butes  fun d in g,a nd co nfor m  that agr e em ent t oa 
change i n C CSI 's an d G E 's str ateg y for commerciali z ing the techno logy . The  
f u ndin gobligation its elf  i s intercon ne cted with t he turbi ne purch ases f or 
EN A's Pas t o ri a  proje ct i n C alifornia , b ut I don't  b el i eve th at t ra nsacti on 
ne e ds a n a lysis for thesepurpo s e s, 
T o c omply  w ith SEC rule s in conne ction withthe di stri butio n, CCSI  h as fil ed
a n S-1 regi s tration s tatem ent reg is teri ngthe CC SI c o m mon s tock  t o b e 

, Tom_White and_Jack Urquhart both serve_on the_
CCSI_Boards of_Directors,_and Jack serves_on the Catalytica_Inc. Board.

Under an Omnibus_Agreement entered into_in_September 2000, in connection with 
the restructuring of Enron's transactions with CCSI and in_connection_with 
the_proposed_acquisition_of Catalytica, Inc, by a_third party ( DSM, a_Dutch 
pharmaceutical_company)  and the distribution of Catalytica's CCSI_shares_to 
Catalytica's stockholders_immediately prior to that acquisition, we agreed to 
convert_the Series B to CCSI common,_agreed to vote_for_a_2 for 1 stock_
split, and negotiated a cashless exercise_of the option after the effective_
date of the spin off. The effectiveness_of these provisions is dependent upon_
the effectiveness of distribution and_acquisition The_option itself ( as 
amended_by the Omnibus_Agreement and_otherwise ) expires_January 14, 2001. 
The distribution is_expected to occur_in the fourth quarter of 2000,_but_is 
subject to_a_variety_of conditions._After the distribution_and_concurrent 
closing_of_the Catalyica acquisition transaction, CCSI (_which_formerly 
looked to its parent for financing_and much of its_administrative_and other 
support) will_be a stand- alone public_company listed on NASDAQ, with the_
uncertainties attendant_thereto. 

The_Omnibus Agreement also contains provisions amending Sundance's 
registration rights, the board_representation provisions in the original 
Stock_Purchase Agreement, and certain_transfer restrictions_(_to liberalize 
them_and_allow the_Raptor transaction to take place). There are_also 
agreements_related to Enron North America's Xonon_Technology Implementation 
Agreement with_GE_and West LB, which do not_directly affect the Series B 
Preferred._These provisions instead go to_the_development_program for CCSI's 
technology, to_which ENA contributes funding, and conform_that agreement to_a 
change in CCSI's and GE's strategy_for_commercializing the technology. The 
funding obligation_itself_is interconnected with the turbine purchases_for_
ENA's_Pastoria project in California, but_I don't believe that transaction 
needs_analysis for these purposes, 

To comply with SEC rules_in connection with_the distribution, CCSI has filed_
an_S-1_registration statement registering the CCSI common stock to be 
