FYI - just in case.  SS
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 12/09/99 07:22 
PM ---------------------------


Barton Clark
12/09/99 07:16 PM
To: Brad Nebergall/HOU/ECT@ECT, Chris Holmes/HOU/ECT@ECT, sean black, 
Dao@mv.catalytica-inc.com, Lwb@mv.catalytica-inc.com, 
pevans@mv.catalytica-inc.com, Crainey@lockeliddell.com, btaylor@wsgr.com, 
Roger Ondreko/HOU/ECT@ECT, Matthew Berry/HOU/ECT@ECT, Sheila 
Tweed/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT, Susan Flynn/HOU/ECT@ECT, 
hwendell@mdbe.com, Jordan Mintz/HOU/ECT@ECT, Matthew F Gockerman/HOU/ECT@ECT, 
Randy Petersen/HOU/ECT@ECT, Tim Belden/HOU/ECT@ECT, David Gorte/HOU/ECT@ECT
cc:  
Subject: Xonon Technology Implementation Agreement and Option Repurchase 
Agreement

Attached please find latest versions of the above referenced agreements, 
marked to show changes from drafts distributed yesterday. It is my 
understanding there are no open commercial issues in the agreements, and the 
majority of the reflected changes have been discussed and agreed to by all 
parties , subject to their approval of the verbiage, except West LB and the 
accountants. The letter of credit and form of parent company guaranty are 
expected to be received tomorrow from counsel to CCSI, and I will forward 
them along as soon as they are received.If there are any other comments or 
questions about the documents please let me know. I'm in all day Friday and 
can be reached over the weekend at home 713-266-4715 or work 713-853-6119 
(please leave message and number where I can call you back).

Matt and Roger: Please forward the attached to any parties with whom you are 
working that are required to review and approve the form of documents not 
already reflected in the distribution.  Roger: I received your telephonic 
comments and those changes had been made. Thanks for the heads up.