Subject: Re: Project Raptor - Warrants
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Wed, 30 Aug 2000 10:36:00 -0700 (PDT)

Stuart advises that his request equally applies to the option to purchase 
Catalytica Combustion Systems, Inc. capital stock held by Sundance Assets, 
L.P. ( not the dreaded spark spread option which you worked on in the same 
transaction, which spark spread option was repurchased and terminated some 
months ago ). Let me know when you would like to discuss the matter. The 1997 
Stock Purchase Agreement pursuant to which the option was originally granted 
was signed today ( we are still waiting on an attachment to that agreement to 
be delivered by the other side before we release the document to them), and 
we did modify the option and some transfer restrictions in that Agreement 
that will apply to the Raptor analysis. A registration statement registering 
the CCSI common stock that would be acquired upon exercise of the option was 
filed yesterday with the SEC. Let me know when you would like to meet to 
discuss this matter. 
----- Forwarded by Barton Clark/HOU/ECT on 08/30/2000 05:28 PM -----

	Barton Clark
	08/30/2000 11:24 AM
		
		 To: Stuart Zisman/HOU/ECT@ECT
		 cc: Richard Lydecker/Corp/Enron@Enron
		 Subject: Re: Project Raptor - Warrants

Does the request apply as well to options to purchase? There is an option in 
the Catalytica transaction - recently renegotiated ( we are signing the deal 
up today) to purchase 500,000 plus CCSI shares on a cashless basis. The share 
number is subject to adjustment in a stock split to occur upon the spin off 
of CCSI prior to the merger of its parent sometime before year end. The 
option expires in February 2001.

	Stuart Zisman
	08/30/2000 10:45 AM
		 
		 To: Teresa G Bushman/HOU/ECT@ECT, Lance Schuler-Legal/HOU/ECT@ECT, Travis 
McCullough/HOU/ECT@ECT, Anne C Koehler/HOU/ECT@ECT, Dan Lyons/HOU/ECT@ECT, 
James Grace/Corp/Enron@ENRON, Peter Keohane/CAL/ECT@ECT, Lisa 
Mellencamp/HOU/ECT@ECT, Peter del Vecchio/HOU/ECT@ECT, Barton 
Clark/HOU/ECT@ECT
		 cc: Julia Murray/HOU/ECT@ECT, Mary Cook/HOU/ECT@ECT, Sara 
Shackleton/HOU/ECT@ECT
		 Subject: Project Raptor - Warrants

If any of the Raptor investments for which you are responsible is comprised, 
in whole or in part, of warrants, please provide a copy of the warrants (and 
any related documentation which governs the exercise of the warrants) to 
either Sara Shackleton or Mary Cook.  For the public companies this should be 
done ASAP (i.e. no later than the end of business today) and for the privates 
this should be done by the end of the week.  Also, please arrange to meet 
with either Mary or Sara to provide a brief explanation as to how the 
derivatives work (they need to understand the nature of the derivatives in 
order to properly structure the Raptor hedge).  Once again, I apologize for 
the short notice but hope that each of you recognizes that the internal 
pressure to push investments into Raptor has increased exponentially.  Thanks 
in advance.

Stuart