0000950153-07-000628 Sample Contracts

CATALYTICA ENERGY SYSTEMS, INC. CONSULTING AGREEMENT
Consulting Agreement • March 23rd, 2007 • Catalytica Energy Systems Inc • Engines & turbines • Delaware

This Consulting Agreement (“Agreement”) is entered into effective as of January 1, 2007 by and between Catalytica Energy Systems, Inc. (together with its direct and indirect subsidiaries, including but not limited to SCR-Tech LLC (“SCR-Tech”) and CESI-SCR, Inc., the “Company”) and Richard A. Abdoo (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company with respect to SCR-Tech, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:

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CATALYTICA ENERGY SYSTEMS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 23rd, 2007 • Catalytica Energy Systems Inc • Engines & turbines • Arizona

This Amended and Restated Employment Agreement (the “Agreement”) by and between Robert Zack (the “Employee”) and Catalytica Energy Systems, Inc. (the “Company”), is amended and restated effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).

SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 23rd, 2007 • Catalytica Energy Systems Inc • Engines & turbines

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into effective the 29th day of December, 2006 (“Effective Date”) by and between Clariant Corporation (“Landlord”), with an address of 4000 Monroe Road, Charlotte, NC 28205, Attention: General Counsel, and SCR-Tech, LLC (“Tenant”), with an address of 11701 Mt. Holly Road, Charlotte, NC 28214, Attention: Office Administrator. This Amendment modifies and amends the Lease Agreement dated December 16, 2002 between Landlord and Tenant, as amended in the First Amendment to Lease Agreement effective January 1, 2004 (collectively, the “Lease”).

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