Exhibit 10.1


 


SETTLEMENT AGREEMENT AND MUTUAL RELEASE


 


In consideration of the terms set forth herein, the Parties hereinafter
identified agree, as of the date all the Parties have executed this Settlement
Agreement and Mutual Release (“Settlement Agreement”), as follows:


 


1.0                               Parties
to the Settlement Agreement: 
This Settlement Agreement is entered into by and among EnBW Energy
Solutions GmbH, ENVICA Kat GmbH, E&EC Energy & Environmental
Consultants GmbH, SCR-Tech GmbH, SCR-Tech LLC, CESI-SCR, Inc., Catalytica
Energy Systems, Inc., ENVICA GmbH, CESI-Tech
Technologies, Inc., Hans-Ulrich Hartenstein, and Brigitte
Hartenstein (the “Hartensteins”).  Each
aforementioned entity or person is referred to herein individually as a “Party”
and collectively as the “Parties.”


 


2.0                               Recitals:


 


2.1                               In March 2001,
ENVICA Kat, GmbH (“ENVICA”), a German corporation that developed SCR catalyst
regeneration processes, and Energy & Environment Consultants GmbH (“E&EC”),
a German consulting company, formed SCR-Tech GmbH in Germany for marketing SCR
catalyst regeneration technologies process worldwide.  SCR-Tech GmbH then formed SCR-Tech LLC in May 2001
for marketing and performing this process in North America.  In March 2002, EnBW Energy Solutions
GmbH (“EnBW”), a German energy company, also became a shareholder of SCR-Tech
GmbH and in 2003 of SCR-Tech LLC.  ENVICA
through SCR-Tech GmbH and EnBW directly granted a license for their individual
U.S. patented SCR catalyst regeneration technologies (“IP Rights”) to SCR-Tech
LLC for its use in North America.  


 


1





















 


2.2                               Hans Hartenstein was
selected to serve as President and Brigitte Hartenstein was selected to serve
as Vice President and Chief Financial Officer of SCR-Tech, LLC and entered into
employment agreements on or about December 31, 2001.


 


2.3                               WHEREAS,
CESI-SCR, Inc. and its parent company, Catalytica Energy Systems, Inc.
(“Catalytica”) entered into a Membership and Asset Purchase Agreement (‘the
MIAPA”) to purchase SCR-Tech LLC on January 21, 2004 and the IP Rights of
ENVICA and EnBW.  Pursuant to the terms
of that purchase and sale, the Hartensteins were required to enter into
amendments of their employment agreements, as well as employee invention and
confidential information agreements, all of which contain various provisions
including non-compete and confidentiality provisions.  There were subsequent amendments to the
employment agreements on or about July 30, 2004.  The Hartensteins’ employment agreements,
amended employment agreements, and employee invention and confidentiality
information agreements, collectively are referred to herein as the “Hartensteins’
Employment and Confidentiality Agreements.”


 


2.4                               On February 15,
2005, the Hartensteins notified SCR-Tech LLC of their “good reason” termination
of the employment agreements and the amended employment agreements on the basis
that their authority had been depleted by various business decisions by
CESI-SCR, Inc., making them ineffective in their roles with SCR-Tech
LLC.  On March 18, 2005, Catalytica
and SCR-Tech LLC sent the Hartensteins Notices of Termination, on the basis
they had violated the terms of the employment agreements and the amended
employment agreements.


 


2.5                               Since the terminations
referred to in Section 2.4, CESI-SCR, Inc., neither Catalytica or
SCR-Tech LLC has paid any monies to SCR-Tech GmbH, ENVICA, EnBW, or the
Hartensteins, although payments have been demanded.


 


2





















 


2.6                               The Parties agree that
it would be in the interest of all Parties to resolve their differences and to
settle and compromise all claims that they have or may have against one
another.


 


3.0                               Settlement Terms


 


3.1                               Settlement
Amount:  CESI-SCR, Inc. will
pay, or cause to be paid, to SCR-Tech GmbH the sum of Eight Hundred Fifty Thousand
Dollars ($850,000) and to EnBW Energy Solutions GmbH the sum of Six Hundred
Fifty Thousand Dollars ($650,000) (the “Settlement Amount”), upon the signature
of all Parties to the Settlement Agreement. The signature page of each
Party shall be faxed to Lloyd Winawer of Wilson Sonsini, attorneys for
Catalytica, who shall notify Catalytica when he has received all faxed
signatures of the Parties to this Settlement Agreement.  At that time, Catalytica will wire the entire
Settlement Amount to the accounts designated in writing on Exhibit E.  The Parties will notify Mr. Winawer of
the receipt of the wired monies and at that time will send the original
signature pages to Mr. Winawer by overnight mail. The Settlement
Agreement shall be of no force and effect unless and until the wired monies are
received at the designated accounts as confirmed in writing by the financial institutions
receiving the wires.  If the monies are
not wired within two (2) business days of notification of the receipt of
the faxed signature pages as confirmed in writing by the financial
institution sending the wire, Mr. Winawer shall return the faxed signature
pages in his possession of all Parties (except Catalytica, CESI-SCR, Inc.,
CESI-Tech Technologies, Inc. and SCR-Tech, LLC) to counsel for the
Hartensteins.  The original signature pages shall be
sent by overnight mail to Mr. Winawer within two (2) business days of
receipt of the wire.  If the wire has
been received, but the original signature pages are not received within
four (4) business days after such receipt, then the Parties agree that the
facsimile signature pages shall be deemed to be original signature pages.  Payment of the Settlement Amount shall be in
full satisfaction of all amounts required to be paid under the MIAPA, and any
agreements relating to the


 


3





















 


MIAPA (including the Hartensteins’ Employment and Confidentiality
Agreements) whether such amounts presently are due and owing or are to be paid
in the future.


 


3.2                               Mutual
Release:  


 


Effective from and after receipt by EnBW and SCR Tech GmbH of the
Settlement Amount, each Party, on behalf of itself and its predecessors,
successors, parents, subsidiaries, affiliates, segments or divisions, present
or former directors, officers, managers, investors, stockholders, employees,
and agents, hereby expressly, fully and forever releases and discharges all
other Parties, including the Parties’ predecessors, successors, parents,
subsidiaries, affiliates, segments or divisions, present or former directors,
officers, managers, investors, stockholders, employees, and agents from  any and all claims, debts, actions, causes of
action, liability, demands, damages, and losses of whatever kind or nature, in
law or in equity, known or unknown, suspected or unsuspected, that each Party
ever had, or now has, against the other Parties, including all claims arising
out of, or related in any respect, to the MIAPA, and any agreement related to
the MIAPA including but not limited to the Hartensteins’ Employment and
Confidentiality Agreements and any and all amendments.  


 


3.3                               Section 1542
Waiver:  To the extent that the
Parties are waiving “unknown” claims as well as known claims in Section 3.2,
the Parties expressly waive any protection against such waivers, including any
law or provision similar to Section 1542 of the California Civil Code
which provides as follows:


 


A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially effected the settlement with the
debtor.


 


4





















 


3.4                               Compromise
of Disputed Claims:  This
Settlement Agreement shall not be considered an admission of liability and/or
responsibility by any of Party herein, each of which continues to deny any and
all liability and disclaims such responsibility.


 


4.0                               Miscellaneous
Provisions


 


4.1                               Termination
of Obligations Under the MIAPA and Related Agreements:  


 


Each Party is deemed to have satisfied and performed all of its
obligations and requirements under the MIAPA and related agreements and shall
have no remaining obligations and requirements under the MIAPA and any
agreements related to the MIAPA, including but not limited to the Hartensteins’
Employment and Confidentiality Agreements and any and all amendments.  


 


4.2                               Exhibits:  ENVICA and Catalytica agree to enter into
the Territory Restriction Agreement included as Exhibit A hereto, ENVICA and
Catalytica agree to enter into the Confidentiality Agreement included as Exhibit B
hereto, EnBW and Catalytica agree to enter into the Confidentiality Agreements
included as Exhibit C hereto, and the Hartensteins and SCR-Tech LLC agree
to enter into the Confidentiality Agreement included as Exhibit D
hereto.  Exhibits A, B, C, and D
individually are referred to herein as a “Settlement Agreement Exhibit” and
collectively as the “Settlement Agreement Exhibits.”  No violation of any Settlement Agreement Exhibit shall
constitute a breach by any Party of the Settlement Agreement.  Liability for a violation or breach of any
Settlement Agreement Exhibit shall be limited to the respective Parties to
such Settlement Agreement Exhibit as follows:  (a) no Party other than ENVICA and
Catalytica shall have any rights, obligations, or liability with respect to the
Settlement Agreement Exhibit attached hereto Exhibit A; (b) no
Party other than Envica and Catalytica shall have any rights, obligations, or
liability with respect to the Settlement Agreement Exhibit attached hereto
as Exhibit B; (c) no Party other than EnBW and Catalytica shall have
any rights, obligations, or liability with respect to the


 


5





















 


Settlement Agreement Exhibit attached hereto as Exhibit C;
and (d) no Party other than the Hartensteins and SCR-Tech LLC shall have
any rights, obligations, or liability with respect to the Settlement Agreement Exhibit attached
hereto as Exhibit D.


 


4.3 Entire Agreement:  This Settlement Agreement and the Settlement
Agreement Exhibits constitute the entire agreement and understanding among the
Parties with respect to the settlement of claims and other matters set forth
herein, and supersedes and replaces any prior agreements and understandings,
whether oral or written, between and among them, with respect to such matters.


 


4.4                               No
Oral Modification:  The Parties
understand and agree that this Settlement Agreement shall not be changed or
amended in any respect, except by a writing executed by all of the Parties
hereto or their authorized representatives.


 


4.5                               Severability:  Any determination of invalidity, illegality,
or unenforceability of any provision of this Settlement Agreement, as
determined by a court of competent jurisdiction, shall not affect the validity,
legality, or enforceability of any other provision.


 


4.6                               Governing
Law; Jurisdiction, and Venue:  


 


(a)                                  This
Settlement Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.


 


(b)                                 The
Parties to this Settlement Agreement irrevocably consents to the exclusive
jurisdiction and venue of any court within the State of New York, in connection
with any matter based upon or arising out of this Settlement Agreement or the
matters contemplated herein, agrees that process may be served upon them in any
manner authorized by the laws of the State of Delaware


 


6





















 


for such persons and waives and covenants not to assert or plead any
objection which they might otherwise have to such jurisdiction, venue and such
process.


 


4.7                               Counterparts
and Facsimile Signatures:  This
Settlement Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, it being understood that all
Parties need not sign the same counterpart. 
This Settlement Agreement may be executed in whole or in part by
facsimile signatures any of which shall be deemed to be an original signature.


 


4.8                               Signers
Authority:  Each individual
signing the Settlement Agreement hereby represents and warrants that the Party
on whose behalf such individual executes this Settlement Agreement has
authorized such individual to execute this Settlement Agreement on such Party’s
behalf.


 


4.9                               Assignment:  Each Party hereby represents and warrants
that it has not assigned, conveyed or granted any right, option, or interest
in, or otherwise transferred in any manner whatsoever to any person or entity,
any right, claim, or obligation that is the subject of this Settlement
Agreement.


 


4.10                        Publication:  Each Party acknowledges and agrees that
Catalytica may issue a press release announcing the material terms of this
Settlement Agreement and that a copy of this Settlement Agreement may be
included as an exhibit to future filings by Catalytica with the United States
Securities and Exchange Commission.


 


WHEREFORE, the undersigned, on the dates set forth below, subscribe
their hands to this Settlement Agreement, acknowledge their assent to the terms
and conditions set forth herein, and agree to the foregoing.


 


7





















 


	
   

  	
  CATALYTICA ENERGY SYSTEMS, INC.

  
	
   

  	
   

  
	
  DATE:

  	
  December 15, 2005

  	
   

  	
  By: 

  	
   s/ Rob Zack

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President, CEO and CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CESI-SCR, INC.

  
	
   

  	
   

  
	
  DATE:

  	
  December 15, 2005

  	
   

  	
  By:

  	
   s/William J. McMahon

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENBW ENERGY SOLUTIONS GMBH

  
	
   

  	
   

  
	
  DATE:

  	
  December 16, 2005

  	
   

  	
  By:

  	
   s/Werner Goetz

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENVICA KAT GMBH

  
	
   

  	
   

  
	
  DATE:

  	
  December 16, 2005

  	
   

  	
  By:

  	
   s/Frank Ebinger

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENVICA GMBH

  
	
   

  	
   

  
	
  DATE:

  	
  December 16, 2005

  	
   

  	
  By:

  	
   s/Frank Ebinger

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  E&EC ENERGY & ENVIRONMENTAL CONSULTANTS GMBH

  
	
   

  	
   

  
	
  DATE:

  	
  December 15, 2005

  	
   

  	
  By:

  	
   s/Hans-Ulrich Hartenstein

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
							



 


8





















 


	
   

  	
  SCR-TECH LLC

  
	
   

  	
   

  
	
  DATE:

  	
  December 15, 2005

  	
   

  	
  By:

  	
   s/William J. McMahon

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCR-TECH GMBH

  
	
   

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
  December 16, 2005

  	
   

  	
  By:

  	
   s/Frank Ebinger

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CESI-TECH TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
  DATE:

  	
  December 15, 2005

  	
   

  	
  By:

  	
   s/William J. McMahon

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
  December 15, 2005

  	
   

  	
  By:

  	
  s/Hans-Ulrich Hartenstein

  	
   

  
	
   

  	
   

  	
  HANS-ULRICH HARTENSTEIN

  
	
   

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
  December 15, 2005

  	
   

  	
  By:

  	
  s/Brigitte
  Hartenstein

  	
   

  
	
   

  	
   

  	
  BRIGITTE HARTENSTEIN

  
								



 


9





















 


EXHIBIT A


 


TERRITORIAL RESTRICTION AGREEMENT BETWEEN 


CATALYTICA ENERGY SYSTEMS, INC. AND ENVICA
KAT GMBH


 


This Territorial Restriction Agreement (this “Agreement”) is entered
into between Catalytica Energy Systems, Inc. (“Catalytica”) and ENVICA Kat
GmbH (“ENVICA”) (each, a “Party” and together the “Parties”), effective as of
the date of the Settlement Agreement and Mutual Release of which this Agreement
is an Exhibit.


 


Now, therefore, the
Parties agree as follows:


 


I.                                         Definitions:


 


For purposes of this Agreement, the following terms shall have the
following meanings:


 


a)                                      “Affiliate” means any director, executive officer or manager
of a Party and any entity that controls, is controlled by or is under common
control with a Party, but only so long as such control exists.  For purposes of this definition, “control”
will mean direct or indirect ownership of more than fifty percent (50%) of the
shares of the respective entity entitled to vote in the election of directors
(or, in the case of an entity that is not a corporation, for the election of
the corresponding managing authority).


 


b)                                     “Business” means the business of (i) the cleaning,
treatment and regeneration of selective catalytic reduction (“SCR”) catalyst, (ii) SCR management
and SCR consulting services, (iii) research and development of SCR
catalyst treatment, management, cleaning and regeneration, and (iv) all
SCR activities related thereto.


 


c)                                      “Closing Date” means February 20, 2004.


 


d)                                     “Covered Technology” means Technology which relate to the
following steps of the Business: 


 


•                  Disassembling the modules (if
required e.g. in case of some multi-layer plate or corrugated plate catalyst)
and mechanical cleaning (ash removal and vacuuming, especially in between plate
layers);


 


•                  Soaking the catalyst in a
water-based solution at a controlled pH and temperature;


 


•                  Ultrasonic deep cleaning in a
water-based solution at a controlled pH, temperature, agitation, and movement
as a preparation for further treatment and replenishment of active ingredients;


 


•                  Neutralization in a water-based
solution at a controlled pH and temperature;


 


•                  Multi-stage rinsing in DI water at a
controlled temperature and conductivity;


 


•                  Drying the clean
catalyst;


 


1





















 


•                  Replenishing active ingredients in a
concentration- and temperature-controlled DI water-based solution;


 


•                  Drying the
regenerated catalyst; and


 


•                  Final inspection and packaging for
shipment.


 


and is based on the transferred intellectual property rights from ENVICA as listed below:


 


Registered
IP transferred by ENVICA


 


	
  No.

  	
   

  	
  USA/Canada

  application

  	
   

  	
  Action

  USPTO

  	
   

  	
  (1) Title

  	
   

  	
  Priority

  	
   

  	
  Examin.

  request

  	
   

  	
  PCT

  applic.

  
	
  DE 198
  29 916

  	
   

  	
  US:
  6,241,826

  Can: 2,336,562

  	
   

  	
  Patent
  granted

  	
   

  	
  Process
  for regenerating catalytic converters

  	
   

  	
  06.07.1998

  	
   

  	
  yes

  	
   

  	
  yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Patent
  ownership in the process of being transferred to ENVICA GmbH.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DE
  102 41 004.6

  	
   

  	
  US:
  Yes

  Can: Yes

  	
   

  	
  None

  	
   

  	
  Process
  for the regeneration of iron contaminated denitrifying catalysts

  	
   

  	
  05.09.2002

  	
   

  	
  yes

  	
   

  	
  yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The
  earliest possible time for National Phases is May 2004. With
  international examination Request further 10 months later.

  
	
   

  	
   

  	
   

  
	
  DE
  102 42 081.5

  	
   

  	
  US:
  Yes

  Can: Yes

  	
   

  	
  None

  	
   

  	
  Process
  for regeneration of denitrifying catalysts contaminated by phosphorus

  	
   

  	
  11.09.2002

  	
   

  	
  yes

  	
   

  	
  yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The earliest
  possible time for National Phases is May 2004. With international
  examination Request further 10 months later.

  



 


e)                                      “Improvements” means all
improvements, modifications, enhancements and refinements of Covered Technology
that are developed by or for any of ENVICA or its Affiliates with the exception
of all “Arbeitnehmererfindungen” according to the German “Arbeitnehmererfindungsgesetz”
following the Closing Date through December 31, 2014. 


 


f)                                        “NAFTA Territories” means the United States of America, Canada
and Mexico, and any other member countries of the North American Free Trade
Agreement as of Closing Date, and territories and possessions of the foregoing
within which the North American Free Trade Agreement applies as of the Closing
Date.


 


g)                                     “Person” means any individual, corporation, partnership,
limited liability company or any other form of business entity.


 


2





















 


II.                                     Territorial Restrictions for Covered Technology.


 


a)                                      From
and after the Closing Date, Catalytica shall use, and shall cause each of its
Affiliates to use, the Covered Technology solely in the NAFTA Territories and
in no other country in the world, and Catalytica shall not license or transfer,
and shall cause each of its Affiliates not to license or transfer, to any other
Person, any of the Covered Technology, except in each case solely in the NAFTA
Territories.  Catalytica and its
Affiliates shall not use any Catalytica Improvements in ENVICA’s Business
outside of the NAFTA Territories.  Catalytica
and its Affiliates shall not use the Covered Technology for regeneration of SCR
catalysts that to the knowledge of Catalytica are intended for use outside the
NAFTA Territories.  Catalytica agrees not
to assert against ENVICA under Catalytica’s Patents issuing on Catalytica
Improvements any claim based on ENVICA’s use of Covered Technology in the
conduct of ENVICA’s Business outside of the NAFTA Territories.  Catalytica shall be the sole owner of
Catalytica Improvements, including all patents thereto.


 


b)                                     From
and after the Closing Date, Catalytica shall not disclose, and shall cause each
of its Affiliates not to disclose, to any other Person, any of the Covered
Technology, except for licensing purposes and for disclosures in connection
with pursuing patent protection, in each case solely in the NAFTA Territories,
and in scientific publications or speaking subject to ENVICAs’ prior written
consent (such consent not to be unreasonably withheld).  Without limiting the generality of the
foregoing, Catalytica shall, and shall cause each of its Affiliates to protect
the confidentiality of the Covered Technology by using the same degree of care
to prevent the unauthorized use, dissemination, or publication of the Covered
Technology as Catalytica uses to protect its other confidential information,
but no less than a reasonable degree of care. 
Catalytica further agrees that it will not disclose, and will cause each
of its Affiliates not to disclose, the Covered Technology to any person, except
to its employees, contractors, or agents who need to know the Covered
Technology and have signed a non-use and non-disclosure agreement with
obligations no less stringent than the obligations of this Agreement prior to
any disclosure of the Covered Technology. 
Catalytica agrees to promptly inform ENVICA in writing of any disclosure
of the Covered Technology, whether intentional or not, which violates the
provisions of this Agreement.  Further,
Catalytica shall be responsible and liable for any breach of this agreement by
any of Catalytica’s licensees of the Covered Technology.  Catalytica may, but shall have no obligation
to, disclose Catalytica Improvements to the ENVICA, including copies of
invention disclosures or patent applications with respect to such Catalytica Improvements.  


 


c)                                From
and after the Closing Date, ENVICA shall use, and shall cause each of its
Affiliates to use, the Covered Technology solely outside of the NAFTA
Territories, and ENVICA shall not license or transfer, and shall cause each of
its Affiliates not to license or transfer, to any other Person, any of the
Covered Technology, except in each case solely outside of the NAFTA
Territories.  ENVICA and their Affiliates
shall not use the Covered Technology for regeneration of SCR catalysts that to
the knowledge of ENVICA are intended for use in the NAFTA Territories.  ENVICA and their Affiliates shall use any
Improvements solely outside of the NAFTA Territories. 


 


d)                                     From
and after the Closing Date, ENVICA shall not disclose, and shall cause each of
its Affiliates not to disclose, to any other Person, any of the Covered
Technology, except for


 


3





















 


licensing purposes and for disclosures in connection
with pursuing patent protection, in each case solely outside of the NAFTA
Territories, and in scientific publications or speaking subject to Catalytica’s
prior written consent (such consent not to be unreasonably withheld).  Without limiting the generality of the
foregoing, ENVICA shall, and shall cause each of its respective Affiliates to
protect the confidentiality of the Covered Technology by using the same degree
of care to prevent the unauthorized use, dissemination, or publication of the
Covered Technology as such ENVICA uses to protect its other confidential
information, but no less than a reasonable degree of care.  ENVICA further agrees that it will not
disclose, and will cause each of its Affiliates not to disclose, the Covered
Technology to any person, except to its employees, contractors, or agents who
need to know the Covered Technology and have signed a non-use and
non-disclosure agreement with obligations no less stringent than the
obligations of this agreement prior to any disclosure of the Covered
Technology.   ENVICA agrees to promptly
inform Catalytica in writing of disclosure of the Covered Technology, whether
intentional or not, which violates the provisions of this agreement.  Further, ENVICA shall be responsible and
liable for any breach of this agreement by any of the ENVICA’ licensees of the
Covered Technology.


 


e)                                      ENVICA
on the one hand and the Catalytica on the other hand acknowledges and agrees
that the other party would be irreparably damaged in the event that any of the
provisions of this agreement were not performed in accordance with the specific
terms or were otherwise breached. 
Accordingly, ENVICA on the one hand and Catalytica on the other hand
agree that the other party shall be entitled to, in addition to any other
remedies that may be available to such party upon any such violation, to
enforce such covenants and agreements by specific performance, injunction
relief or any other means available to such party at law or in equity to
prevent breaches of the provisions of this agreement.


 


f)                                        In all cases with respect to Covered
Technology and Improvements, ENVICA shall retain the exclusive right to use the
Covered Technology and Improvements in ENVICA’s Business outside of the NAFTA
Territories.


 


g)                                     Neither Catalytica nor ENVICA shall
attempt to directly or indirectly evade the restrictions set forth in this Article II,
whether by sale, exchange, merger or similar transactions.


 


III.                                 Miscellaneous 


 


(a)                                  This
Agreement constitutes the entire agreement and understanding among the Parties
with respect to the matters set forth herein, and supersedes and replaces any
prior agreements and understandings, whether oral or written, between and among
them, with respect to such matters.


 


(b)                                 The Parties understand
and agree that this Agreement shall not be changed or amended in any respect,
except by a writing executed by all of the Parties hereto or their authorized
representatives.


 


(c)                                  Any
determination of invalidity, illegality, or unenforceability of any provision
of this Agreement, as determined by a court of competent jurisdiction, shall
not affect the validity, legality, or enforceability of any other provision.


 


4





















 


(d)                                 This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.


 


(e)                                  The
Parties to this Agreement irrevocably consents to the exclusive jurisdiction
and venue of any court within the State of New York, in connection with any
matter based upon or arising out of this Agreement or the matters contemplated
herein, agrees that process may be served upon them in any manner authorized by
the laws of the State of Delaware for such persons and waives and covenants not
to assert or plead any objection which they might otherwise have to such
jurisdiction, venue and such process.


 


(f)                                    This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, it being understood that all Parties
need not sign the same counterpart.  This
Agreement may be executed in whole or in part by facsimile signatures any of
which shall be deemed to be an original signature.


 


(g)                                 Each
individual signing the Agreement hereby represents and warrants that the Party
on whose behalf such individual executes this Agreement has authorized such
individual to execute this Agreement on such Party’s behalf.


 


WHEREFORE, the undersigned, on the dates set forth below, subscribe
their hands to this Agreement, acknowledge their assent to the terms and
conditions set forth herein, and agree to the foregoing.


 


	
   

  	
  CATALYTICA ENERGY SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
  December 15, 2005

  	
   

  	
  By:

  	
  s/Rob Zack

  	
   

  
	
   

  	
   

  	
  Rob Zack

  
	
   

  	
   

  	
  President and CEO

  
	
   

  	
   

  
	
   

  	
  ENVICA KAT GMBH

  
	
   

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
  December 16, 2005

  	
   

  	
  By:

  	
  s/Frank Ebinger

  	
   

  
	
   

  	
  Name:

  	
  Frank Ebinger

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
								



 


5





















 


EXHIBIT B


 


CONFIDENTIALITY AGREEMENT BETWEEN


CATALYTICA ENERGY SYSTEMS, INC. AND ENVICA KAT GMBH


 


This Confidentiality Agreement (this “Agreement”) is made and entered
into as of December 9, 2005 (the “Effective Date”) between Catalytica
Energy Systems, Inc. (“Catalytica”) and Envica Kat GmbH (“ENVICA”).  


 


1.0                               Purpose


 


The parties wish to set forth their agreement regarding ENVICA’s
continuing obligation to protect confidential information as set forth in the January 21,
2004 Membership Interests and Asset Purchase Agreement (MIAPA), and Catalytica’s
right to use such information.  


 


As used herein, “Acquired Assets” refers to the assets Catalytica
obtained through the MIAPA, as set forth in and pursuant to Schedules 2.1(b) and
11.15 of that agreement, including the assets obtained from ENVICA.  


 


As used herein, “Transferred Technology” refers to all technology –
that is, all tangible embodiments of Intellectual Property Rights, including
technology, technical information, business information and software, systems,
files, records, databases, drawings, artwork, designs, displays, audio-visual
works, devices, hardware, apparatuses, documentation, manuals, specifications,
flow charts, web pages, customer lists, supplier lists, equipment lists,
electronic and other data, and other tangible embodiments of, or materials
describing or disclosing, technical or business data, concepts, recipes,
formulas, operating procedures, know-how, show-how, techniques, Trade Secrets,
inventions (whether patentable or unpatentable), algorithms, formulae,
processes, routines, databases, works of authorship and the like – listed or
described in Schedules 2.1(b) and 11.15 of
the MIAPA.


 


As used herein, “Intellectual Property Rights” refers to any and all
rights throughout the NAFTA Territories in, arising out of, or associated with
any of the following: (i) all utility models and design and utility
patents and applications therefore (including the right to file national patent
applications in the NAFTA Territories based on any patents or patent
applications filed outside the NAFTA Territories) and all reissues, divisions,
renewals, extensions, provisionals, continuations and continuations-in-part
thereof (collectively, “Patents”);
(ii) all inventions (whether patentable or not), invention disclosures and
improvements, all trade secrets, proprietary information, know how and
technology, including ideas, research and development, know-how, formulas,
compositions, manufacturing and production processes and techniques, technical
data, designs, drawings, specifications, pricing and cost information, and
business and marketing plans and proposals (collectively, “Trade Secrets”); (iii) all works
of authorship, copyrights, mask works, copyright and mask work registrations
and applications (collectively, “Copyrights”);
(iv) all industrial designs and any registrations and applications
therefor (collectively, “Industrial
Designs”); (v) all trade names, logos, trademarks and service
marks; trademark and service mark registrations and applications


 


1





















 


(collectively, “Trademarks”);
(vi) all computer software, databases and data collections (including
knowledge databases, customer lists and customer databases) (collectively, “Software”); (vii) rights to
Uniform Resource Locators, Web site addresses and domain names (collectively, “Web Rights”); (viii) any similar,
corresponding or equivalent rights to any of the foregoing (collectively, “Other IP Rights”); and (ix) all
translations, adoptions, derivations, and combinations thereof, including
goodwill associated with any of the foregoing. 
“Intellectual Property Rights”
expressly excludes any and all rights anywhere in the world other than within
the NAFTA Territories arising out of or associated with any Patents (including
the right to file PCT and/or national patent applications outside the NAFTA
Territories based on any patents or patent applications filed within the NAFTA
Territories, subject to Catalytica’s rights pursuant to Section 3.0 of
this agreement), Trade Secrets, Copyrights, Industrial Designs, Trademarks,
Software, Web Rights, Other IP Rights or any translations, adoptions, derivations,
and combinations thereof, including goodwill associated with any of the
foregoing.


 


As used herein, “Employees” means any current, former or rehired
employee, consultant, officer, or director of SCR Tech LLC or any of its
subsidiaries.


 


As used herein, the “Business” means the business operated by the SCR
Tech LLC up to the execution of the MIAPA providing for (i) the cleaning,
treatment and regeneration of selective catalytic reduction (“SCR”) catalyst, (ii) SCR
management and SCR consulting services, (iii) research and development of
SCR catalyst treatment, management, cleaning and regeneration, and (iv) all
SCR activities related thereto in the NAFTA Territories.  


 


2.0                               Confidentiality


 


ENVICA agrees that non-public information regarding the Acquired Assets
(other than Transferred Technology) and non-public information relating to the
Business obtained in any investigation pursuant to Section 11.1 of the
MIAPA shall be deemed to be the Confidential Information of Catalytica and
shall not be used or disclosed by ENVICA. 
Except as (i) may be required by law or any listing agreement with
a national securities exchange or (ii) disclosed by Catalytica or its
affiliates, (a) ENVICA  shall not
disclose the existence of the MIAPA or this Confidentiality Agreement or any
terms hereof or thereof, except under an obligation of confidentiality to
accountants, attorneys, investors, lenders, acquirors and advisors in
connection with financings, mergers or acquisitions of ENVICA, EnBW Energy
Solutions GmbH, SCR Tech GmbH or E&EC Environmental Consultants GmbH or to
attorneys solely for the purpose of evaluating or litigating disputes arising
hereunder, and (b) no party shall issue any statement or communication to
any third party (other than their respective agents) regarding the subject
matter of the MIAPA or the transactions contemplated by the MIAPA, including,
if applicable, the termination of MIAPA and the reasons therefor, without the
consent of the other party, which consent shall not be unreasonably withheld.


 


In addition, ENVICA hereby further agrees to maintain and preserve the
confidential information pertaining to the Acquired Assets, including
reasonable efforts to preserve confidentiality of information disclosed to
third parties under confidentiality provisions in agreements retained by ENVICA.


 


2





















 


ENVICA hereby represents and warrants that it has not violated the
terms of this Confidentiality Agreement at any time from and after February 20,
2004.


 


3.0                               Use
Of Confidentiality Information


 


Subject to the Territorial Restriction Agreement between Catalytica and
ENVICA, but otherwise notwithstanding anything to the contrary contained herein
or in any other agreement of ENVICA, including any agreement between ENVICA and
any employee of ENVICA, ENVICA hereby consents to Catalytica’s unrestricted,
sublicensable and transferable right to use, disclose and exploit in any manner
and without restriction any and all confidential information (i) disclosed
by or embodied in any of the Acquired Assets (other than Transferred
Technology) or (ii) which is disclosed to, or learned by, Catalytica in
connection with the transactions contemplated by the MIAPA or to or by the
Employees to the extent consisting of business or technical information
pertaining to the Business retained in non-tangible form by the Employees.  To the extent that any Employee may be bound
by any agreement or policy of ENVICA that would in any way limit or restrict
the rights of Catalytica to confidential information under this Section 3.0,
ENVICA shall not assert, enforce or otherwise exercise its rights under such
agreement or policy against any Employee or Catalytica.  In addition, ENVICA hereby further agrees to
maintain and preserve the confidential information pertaining to the Acquired
Assets, including reasonable efforts to preserve confidentiality of information
disclosed to third parties under confidentiality provisions in agreements
retained by ENVICA.


 


4.0                               Terms


 


The obligations of ENVICA regarding Confidential Information set forth
in paragraph 2.0 shall continue in perpetuity.


 


5.0                               Miscellaneous


 


5.1                                 No
party may assign or otherwise transfer this Agreement without the prior written
consent of the other party.  Subject to
the foregoing, this Agreement shall bind and inure to the benefit of the
parties hereto and their successors and assigns.


 


5.2                                 This
Agreement shall be governed by the laws of the State of Delaware, regardless of
the law that might otherwise govern under applicable principles of conflicts of
laws. 


 


5.3                                 Each
party to this Agreement irrevocably consents to the exclusive jurisdiction and
venue of any court within the State of New York, in connection with any matter
based upon or arising out of this Agreement or the matters contemplated herein,
agrees that process may be served in any manner authorized by the laws of the
State of Delaware for such persons and waives and covenants not to assert or
plead any objection which a party might otherwise have to such jurisdiction,
venue and


 


3





















 


such process.


 


5.4                                 Any
determination of invalidity, illegality, or unenforceability of any provision
of this Agreement, as determined by a court of competent jurisdiction, shall
not affect the validity, legality, or enforceability of any other provision.


 


5.5                                 Each
party understands and agrees that this Agreement shall not be changed or
amended in any respect, except by a writing executed by all of the parties
hereto or their authorized representatives.


 


5.6                                 This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, it being understood that all parties
need not sign the same counterpart.  This
Agreement may be executed in whole or in part by facsimile signatures any of
which shall be deemed to be an original signature.


 


WHEREFORE, the undersigned, on the dates set forth below, subscribe
their hands to this Confidentiality Agreement, acknowledge their assent to the
terms and conditions set forth herein, and agree to the foregoing.


 


	
  DATE:

  	
  December 16, 2005

  	
  ENVICA Kat GmbH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  s/Frank Ebinger

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
  December 15, 2005

  	
  Catalytica Energy Systems, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  s/Rob Zack

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President, CEO and CFO

  	
   

  
								



 


4





















 


EXHIBIT C


 


CONFIDENTIALITY AGREEMENT BETWEEN CATALYTICA ENERGY


SYSTEMS, INC. AND ENBW ENERGY SOLUTIONS GMBH


 


This Confidentiality Agreement (this “Agreement”) is made and entered
into as of December 9, 2005 (the “Effective Date”) between Catalytica
Energy Systems, Inc. (“Catalytica”) and EnBW Energy Solutions GmbH (“EnBW”)
and 


 


1.0                               Purpose


 


The parties wish to set forth their agreement regarding EnBW’s
continuing obligation to protect confidential information as set forth in the January 21,
2004 Membership Interests and Asset Purchase Agreement (MIAPA), and Catalytica’s
right to use such information.  


As used herein, “Acquired Assets” refers to the assets Catalytica
obtained through the MIAPA, as set forth in and pursuant to Schedules 2.1(b) and
11.15 of that agreement, including
the assets obtained from EnBW.  


 


As used herein, “Transferred Technology” refers to all technology –
that is, all tangible embodiments of Intellectual Property Rights, including
technology, technical information, business information and software, systems,
files, records, databases, drawings, artwork, designs, displays, audio-visual
works, devices, hardware, apparatuses, documentation, manuals, specifications,
flow charts, web pages, customer lists, supplier lists, equipment lists,
electronic and other data, and other tangible embodiments of, or materials
describing or disclosing, technical or business data, concepts, recipes,
formulas, operating procedures, know-how, show-how, techniques, Trade Secrets,
inventions (whether patentable or unpatentable), algorithms, formulae,
processes, routines, databases, works of authorship and the like – listed or
described in Schedules 2.1(b) and 11.15 of
the MIAPA.


 


As used herein, “Intellectual Property Rights” refers to any and all
rights throughout the NAFTA Territories in, arising out of, or associated with
any of the following: (i) all utility models and design and utility
patents and applications therefor (including the right to file national patent
applications in the NAFTA Territories based on any patents or patent
applications filed outside the NAFTA Territories) and all reissues, divisions,
renewals, extensions, provisionals, continuations and continuations-in-part
thereof (collectively, “Patents”);
(ii) all inventions (whether patentable or not), invention disclosures and
improvements, all trade secrets, proprietary information, know how and
technology, including ideas, research and development, know-how, formulas,
compositions, manufacturing and production processes and techniques, technical
data, designs, drawings, specifications, pricing and cost information, and
business and marketing plans and proposals (collectively, “Trade Secrets”); (iii) all works
of authorship, copyrights, mask works, copyright and mask work registrations
and applications (collectively, “Copyrights”);
(iv) all industrial designs and any registrations and applications
therefor (collectively, “Industrial
Designs”); (v) all trade names, logos, trademarks and service marks;
trademark and service mark registrations and applications (collectively, “Trademarks”); (vi) all computer
software, databases and data collections (including


 


1





















 


knowledge databases, customer lists and customer databases)
(collectively, “Software”); (vii) rights
to Uniform Resource Locators, Web site addresses and domain names
(collectively, “Web Rights”); (viii) any
similar, corresponding or equivalent rights to any of the foregoing
(collectively, “Other IP Rights”);
and (ix) all translations, adoptions, derivations, and combinations
thereof, including goodwill associated with any of the foregoing.  “Intellectual
Property Rights” expressly excludes any and all rights anywhere in the
world other than within the NAFTA Territories arising out of or associated with
any Patents (including the right to file PCT and/or national patent
applications outside the NAFTA Territories based on any patents or patent
applications filed within the NAFTA Territories, subject to Catalytica’s rights
pursuant to Section 3.0 of this agreement), Trade Secrets, Copyrights,
Industrial Designs, Trademarks, Software, Web Rights, Other IP Rights or any
translations, adoptions, derivations, and combinations thereof, including
goodwill associated with any of the foregoing.


 


As used herein, “Employees” means any current, former or rehired
employee, consultant, officer, or director of SCR Tech LLC or any of its
subsidiaries.


 


As used herein, the “Business” means the business operated by the SCR
Tech LLC up to the execution of the MIAPA providing for (i) the cleaning,
treatment and regeneration of selective catalytic reduction (“SCR”) catalyst, (ii) SCR
management and SCR consulting services, (iii) research and development of
SCR catalyst treatment, management, cleaning and regeneration, and (iv) all
SCR activities related thereto in the NAFTA Territories.  


 


2.0                               Confidentiality


 


EnBW agrees that non-public information regarding the Acquired Assets
(other than Transferred Technology) and non-public information relating to the
Business obtained in any investigation pursuant to Section 11.1 of the
MIAPA shall be deemed to be the Confidential Information of Catalytica and
shall not be used or disclosed by EnBW. 
Except as (i) may be required by law or any listing agreement with
a national securities exchange or (ii) disclosed by Catalytica or its
affiliates, (a) EnBW  shall not
disclose the existence of the MIAPA or this Confidentiality Agreement or any
terms hereof or thereof, except under an obligation of confidentiality to
accountants, attorneys, investors, lenders, acquirors and advisors in
connection with financings, mergers or acquisitions of EnBW, Envica Kat GmbH,
SCR Tech GmbH or E&EC Environmental Consultants GmbH or to attorneys solely
for the purpose of evaluating or litigating disputes arising hereunder, and (b) no
party shall issue any statement or communication to any third party (other than
their respective agents) regarding the subject matter of the MIAPA or the
transactions contemplated by the MIAPA, including, if applicable, the
termination of MIAPA and the reasons therefor, without the consent of the other
party, which consent shall not be unreasonably withheld.


 


In addition, EnBW hereby further agrees to maintain and preserve the
confidential information pertaining to the Acquired Assets, including
reasonable efforts to preserve confidentiality of information disclosed to
third parties under confidentiality provisions in agreements retained by EnBW.


 


2





















 


EnBW hereby represents and warrants that it has not violated the terms
of this Confidentiality Agreement at any time from and after February 20,
2004.


 


3.0                               Use Of
Confidential Information


 


Notwithstanding anything to the contrary contained herein or in any
other agreement of EnBW, including any agreement between EnBW and any
employee of EnBW, EnBW hereby consents to Catalytica’s unrestricted,
sublicensable and transferable right to use, disclose and exploit in any manner
and without restriction any and all confidential information (i) disclosed
by or embodied in any of the Acquired Assets (other than Transferred
Technology) or (ii) which is disclosed to, or learned by, Catalytica in
connection with the transactions contemplated by the MIAPA or to or by the
Employees to the extent consisting of business or technical information
pertaining to the Business retained in non-tangible form by the Employees.  To the extent that any Employee may be bound
by any agreement or policy of EnBW that would in any way limit or restrict the
rights of Catalytica to confidential information under this Section 3.0,
EnBW shall not assert, enforce or otherwise exercise its rights under such
agreement or policy against any Employee or Catalytica.  In addition, EnBW hereby further agrees to
maintain and preserve the confidential information pertaining to the Acquired
Assets, including reasonable efforts to preserve confidentiality of information
disclosed to third parties under confidentiality provisions in agreements
retained by EnBW.


 


4.0                               Term


 


The obligations of EnBW regarding Confidential Information set forth in
paragraph 2.0 shall continue in perpetuity.


 


5.0                               Miscellaneous


 


5.1                                 No
party may assign or otherwise transfer this Agreement without the prior
written consent of the other party. 
Subject to the foregoing, this Agreement shall bind and inure to the
benefit of the parties hereto and their successors and assigns.


 


5.2                                 This
Agreement shall be governed by the laws of the State of Delaware, regardless of
the law that might otherwise govern under applicable principles of conflicts of
laws.


 


5.3                                 Each
party to this Agreement irrevocably consents to the exclusive jurisdiction and
venue of any court within the State of New York, in connection with any matter
based upon or arising out of this Agreement or the matters contemplated herein,
agrees that process may be served in any manner authorized by the laws of the
State of Delaware for such persons and waives and covenants not to assert or
plead any objection which a party might otherwise have to such jurisdiction,
venue and such process.


 


3





















 


5.4                                 Any
determination of invalidity, illegality, or unenforceability of any provision
of this Agreement, as determined by a court of competent jurisdiction, shall
not affect the validity, legality, or enforceability of any other provision.


 


5.5                                 Each
party understands and agrees that this Agreement shall not be changed or
amended in any respect, except by a writing executed by all of the parties
hereto or their authorized representatives.


 


5.6                                 This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, it being understood that all parties
need not sign the same counterpart.  This
Agreement may be executed in whole or in part by facsimile signatures any of
which shall be deemed to be an original signature.


 


WHEREFORE, the undersigned, on the dates set forth below, subscribe
their hands to this Confidentiality Agreement, acknowledge their assent to the
terms and conditions set forth herein, and agree to the foregoing.


 


	
  DATE: December 16, 2005

  	
  EnBW Energy Solutions GmbH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  s/Werner Goetz

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
  DATE: December 15, 2005

  	
  Catalytica Energy Systems, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  s/Rob Zack

  	
   

  
	
   

  	
  Title:

  	
  President, CEO and CFO

  	
   

  
							



 


4





















 


EXHIBIT D


 


CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENT AMONG SCR-TECH LLC, HANS-ULRICH
HARTENSTEIN AND BRIGITTE HARTENSTEIN


 


This Confidentiality and Invention Assignment Agreement (this “Agreement”)
is made and entered into as of December 9, 2005 (the “Effective Date”)
among SCR-Tech LLC (“SCR-Tech”), Hans-Ulrich Hartenstein and Brigitte
Hartenstein.  Hans-Ulrich Hartenstein and
Brigitte Hartenstein herein are collectively referred to as the “Hartensteins”.


 


1.0                               Purpose


 


The
parties wish to set forth their agreement regarding the Hartensteins’ treatment
of confidential information obtained, and inventions conceived, during their
employment with SCR-Tech.


 


2.0                               Non-Disclosure


 


The Hartensteins agree, now and hereafter, to hold in strictest
confidence, and not to use or to disclose to other persons or entities without
the written consent of SCR-Tech, any confidential information of SCR-Tech.  The Hartensteins understand that “Confidential
Information” means any SCR-Tech proprietary
information, technical data, trade secrets or know-how, including but not
limited to test results and reports, software, developments, inventions,
processes, formulas (including but not limited to any recipes, formulae, and
chemical lists related to SCR-Tech’s SCR catalyst cleaning, regeneration or
rejuvenation processes that were either developed by SCR-Tech or made available
to SCR-Tech by EnBW Energy Solutions GmbH and/or ENVICA Kat, GmbH), technology,
designs, drawings, engineering, hardware configuration information, financial
results and projections.  The
Hartensteins further understand that Confidential Information includes all
non-public information regarding any interests or assets transferred by ENVICA
GmbH, ENVICA Kat GmbH, E&EC, Energy & Environment Consultants
GmbH, EnBW Energy Solutions GmbH, and SCR-Tech GmbH to SCR-Tech, LLC, CESI-SCR, Inc.,
and CESI-Tech Technologies, Inc. as well as any non-public information
obtained during the due diligence process performed by CESI as part of the
transaction that is the subject of this resolution.  The Hartensteins further understand that
Confidential Information does not include any of the foregoing items:


 


(a)                                  which
have become generally known publicly or otherwise available through no wrongful
act of the Hartensteins or of others who were under confidentiality obligations
as to the item or items involved.


 


(b)                                 which
have been known by the Hartensteins prior to its disclosure by SCR-Tech.


 


(c )                               which
have been or are subsequently disclosed to the Hartensteins by a third party
who did not acquire such information under an obligation of confidentiality
from or through SCR-Tech.


 


1





















 


(d)                                 which
the Hartensteins independently developed without the use of Confidential
Information as demonstrated by written evidence of independent development.


 


The Hartensteins agree that they shall take reasonable measures to
protect the secrecy of and avoid disclosure of all such Confidential
Information.  The Hartensteins hereby
represent and warrant that they have not, since January 21, 2004, engaged
in any act(s) that would have constituted a violation of the terms of this
Confidentiality and Invention Assignment Agreement had it been in effect from
such time through the present.


 


3.0                               Acknowledgement Of Return Of Materials


 


The
Hartensteins herein acknowledge that they have conducted a complete search for
and turned over any information that was the property of SCR-Tech at the time
of the termination of their employment with SCR-Tech.


 


4.0                               Acknowledgement Of Assignment Of Inventions


 


The Hartensteins acknowledge that they previously assigned to SCR-Tech,
all their right, title, and interest in the one invention that was developed
during their employment by SCR-Tech, generally known as the “Process for
decoating washcoat catalyst substrate” (the “Invention”) and that no other
inventions were developed during their tenure.


 


5.0                               Acknowledgement
Of Patent And Copyright Registration Cooperation Obligations


 


The Hartensteins acknowledge that they will agree to assist SCR-Tech or
its designee, at SCR-Tech’s expense, in every proper way to secure SCR-Tech’s
rights in the Invention  described
hereinabove, and any copyrights, patents, mask work rights or other
intellectual property rights in the United States, that SCR-Tech shall deem
necessary. The Hartensteins further agree that they will execute or cause to be
executed, when it is in their power to do so, any such instrument or papers to
effectuate SCR-Tech’s rights in the Invention. 
If SCR-Tech is unable because of one or both of the Hartensteins’ mental
or physical incapacity to secure their signature(s) to apply for or to pursue
any application for any United States patents or copyright registrations
covering the Invention assigned to SCR-Tech the Hartensteins then hereby
irrevocably designate and appoint SCR-Tech and its duly authorized officers and
agents as their agent and attorney in fact, to act for and on the Hartensteins’
behalf and stead to execute and file any such applications and to do all other
lawfully permitted acts to further the prosecution and issuance of letters
patent or copyright registrations thereon with the same legal force and effect
as if executed by the Hartensteins.


 


2





















 


6.0                               Term


 


The
obligations of the Hartensteins regarding non-disclosure set forth in paragraph
2.0 shall continue in perpetuity. The obligation of the Hartensteins outlined
in paragraph 5.0 will expire one (1) year from the date this document is
executed by the Hartensteins.


 


7.0                               Miscellaneous


 


7.1                                 No party may assign or otherwise transfer this Agreement without the prior
written consent of the other party; provided however, SCR-Tech may assign or
transfer this Agreement in connection with a merger, acquisition, sale of
substantially all its assets or other such corporate reorganization.  Subject to the foregoing, this Agreement
shall bind and inure to the benefit of the parties hereto and their successors
and assigns.


 


7.2                                 This Agreement shall be governed by the laws of the
State of North Carolina, regardless of the law that might otherwise govern
under applicable principles of conflicts of laws.


 


7.3                                 Each party to this Agreement irrevocably consents to
the exclusive jurisdiction and venue of any court within the State of North
Carolina, Mecklenburg County, in connection with any matter based upon or
arising out of this Agreement or the matters contemplated herein.  Each party agrees that process may be served
in any manner authorized by the laws of the State of North Carolina for such
persons and waives and covenants not to assert or plead any objection which a
party might otherwise have to such jurisdiction, venue and such process.


 


7.4                                 Any determination of invalidity, illegality, or
unenforceability of any provision of this Agreement, as determined by a court
of competent jurisdiction, shall not affect the validity, legality, or
enforceability of any other provision.


 


7.5                                 Each party understands and agrees that this Agreement
shall not be changed or amended in any respect, except by a writing executed by
all of the parties hereto or their authorized representatives.


 


7.6                                 This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, it
being understood that all parties need not sign the same counterpart.  This Agreement may be executed in whole or in
part by facsimile signatures any of which shall be deemed to be an original
signature.


 


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WHEREFORE, the undersigned, on the dates set forth below, subscribe
their hands to this Confidentiality and Invention Assignment Agreement,
acknowledge their assent to the terms and conditions set forth herein, and
agree to the foregoing.


 


	
  DATE: December 15, 2005

  	
  SCR-TECH, LLC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  s/William J. McMahon

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DATE: December 15, 2005

  	
  By:

  	
  s/Hans-Ulrich Hartenstein

  	
   

  
	
   

  	
   

  	
     HANS-ULRICH HARTENSTEIN

  
	
   

  	
   

  
	
   

  	
   

  
	
  DATE: December 15, 2005

  	
  By:

  	
  s/Brigitte Hartenstein

  	
   

  
	
   

  	
   

  	
  BRIGITTE HARTENSTEIN

  
							



 


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EXHIBIT E


 


WIRING INSTRUCTIONS


 


 


Wire Transfer Instructions from EnBW Energy Solutions GmbH


 


	
  Beneficiary:

  	
   

  	
  EnBW Energy Solutions GmbH,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kriegsbergstr. 11, 70174
  Stuttgart/ Germany

  
	
   

  	
   

  	
   

  
	
  Bank:

  	
   

  	
  Landesbank Stuttgart,

  
	
   

  	
   

  	
   

  
	
  Phone:

  
	
  IBAN (International Bank Account Number):

  	
   

  	
  DE 97 6005 0101 7402 0523 05

  
	
  BIC (International Bank Code ):

  	
   

  	
  SOLA DE ST

  
	
  Bank of Correspondence in the USA:

  
	
  Other Wire Information:

  	
   

  	
  a)  effective

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b)  Purchase Price CESI

  
							



 


 


Wire Transfer Instructions from SCR-Tech GmbH


 


	
  Beneficiary:

  	
   

  	
  SCR-Tech GmbH,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kriegsbergstr. 11, 70174
  Stuttgart/ Germany

  
	
   

  	
   

  	
   

  
	
  Bank:

  	
   

  	
  Volksbank Oberberg eG,
  Bahnhofstr.3, 51674 Wiehl

  
	
   

  	
   

  	
   

  
	
  Phone:

  	
   

  	
  +49 2262 984-132

  	
  (Mr. Birkholz)

  
	
  IBAN (International Bank Account Number)     :

  	
   

  	
  DE 87 384 621 35 2133 007 167

  
	
  BIC (International Bank Code for Volksbank):

  	
   

  	
  GENODED1WIL

  
	
  Via
  SWIFT-Code (International Code for WGZ Bank, which will transfer the money to
  Volksbank):

  	
   

  	
  GENODEDD (WGZ Bank Dusseldorf)

  
	
  Bank of
  Correspondence in the USA:

  	
   

  	
  Citibank in New York

  
	
  Other Wire
  Information:

  	
   

  	
  a)  SWIFT URGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c)  effective

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d)  Purchase Price CESI

  
								



 


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