Re: FCEL

Dan, I would like to have a brief meeting with the team to talk through the
list -- to make sure we are all on the same wavelength. Let's do it soon
with the idea we would have another meeting to wrap things up as
appropriate. Mark

Dan Lyons
09/25/2000 03:23 PM

To: Mark E Haedicke/HOU/ECT@ECT
cc: Kay Mann/Corp/Enron@Enron
Subject: Re: FCEL

With respect to the laundry list Dave D sent you:

1. Press Releases-the press release has not yet been prepared, but a first
draft was worked up by FCEL's consel. Cle Dade and I are going to look at it
with respect to what we think it should say, but have not yet done so.

2.Term Sheet -I will send you a draft of the most recent term sheet I am
aware of by separate email..I believe they are in discussions with FCEL on
that draft, but nothing has been signed.

3.Disclosure Discussions-I will also send you under separate email the
initial draft of the "talking points" for the disclosure discusison. It is
new and has not been discussed internally yet.

4.Contracts-Initial drafts of the documents for the purchase of the equity
have been drafted and we await comments from FCEL's counsel. Kay Mann is
handling the "State" side of the deal and I request Kay by copy of this memo
to advise you on what the status of any dealings with the state might be.

5.Regulatory Filings-There will be no filings required with respect to the
purchase of the equity, unless we have to file a Sched. 13D, which will
depend upon the timing of the option vesting. My gut reaction is that we
will probably need to file the 13D, but it is a routine filing. I do not
know what will be required in terms of hearings in the state process and
again request Kay to please advise us on that.

It seems to me thay we should get a little farther along before we meet with
the team on this, but I defer to your judgment. Let me know what you want to
do.

Dan

Mark E Haedicke
09/25/2000 02:31 PM

To: Dan Lyons/HOU/ECT@ECT
cc:
Subject: FCEL

Dan, please prepare a list of items you think I should sign off on and then
set up a meeting where we can review that list with the whole team. Mark
----- Forwarded by Mark E Haedicke/HOU/ECT on 09/25/2000 02:29 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