FCEL

Guys, as usual the investment is subject to RAC review and a DASH.

Regards
Delainey
---------------------- Forwarded by David W Delainey/HOU/ECT on 09/22/2000
06:44 PM ---------------------------

David W Delainey
09/22/2000 06:32 PM
To: Janet R Dietrich/HOU/ECT@ECT, Ozzie Pagan/HOU/ECT@ECT, Heather
Kroll/HOU/ECT@ECT, Charles Vetters/HOU/ECT@ECT, Jeffery Ader/HOU/ECT@ECT
cc: Cliff Baxter/HOU/ECT@ECT, Mark E Haedicke/HOU/ECT@ECT, Jeff
Donahue/HOU/ECT@ECT, Greg Whalley/HOU/ECT@ECT, Steven J Kean/NA/Enron@Enron
Subject: FCEL

Guys, I have spoken to Cliff and Mark and we are comfortable moving forward
under the structure we have discussed.

FCEL: - $5MM in equity and 1.3MM warrants from corporate treasury stock that
vest based upon 60MW of orders;
- discussion with FCEL in which we disclose ALL infromation we have about
the potential Conn. deal - I will require that myself and Mark be on that
call;
- the transaction is fully press released immediately.

CRRA: - subject to final due diligence on the development risks, we provide
the management and wrap for CRRA on the potential fuel cell development
opportunity that consists of between 25 and 50 MW;
- any appropriation of funds from the government will require DPUC hearing
at which we will fully disclose in a factual manner our interest in FCEL.

I will require that Mark Haedicke manage this process and sign off on all
press releases, term sheets, disclosure discussions, contracts and regulatory
filings. I believe that we have this managed appropriately as long as we
manage the process as per the script and in a factual manner.

Thanks
Delainey