Kay:  I spoke to Chuck today.  He did not come up with any "fatal flaws".  He 
said he would drop you a quick note over the weekend regarding the security 
interest/termination mechanics.  I hope that all is well.  John

Kay.Mann@enron.com> 03/13/01 09:23AM >>>
Hi John,

I still need a Connecticut lawyer to look at this.  Do you have someone
available?  I need input by Monday, March 19. Nothing comprehensive, just a
fatal flaw analysis under Connecticut law.

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 03/13/2001 08:21
AM ---------------------------


Kay Mann
12/11/2000 06:57 AM

To:   jklauber@llgm.com
cc:   Heather Kroll/HOU/ECT@ECT

Subject:

Hi John,

I'm attaching the current draft of the contract under which we will be able
to buy the Fuel Cell equipment for use on projects in Connecticut.  The
contract will likely be a Connecticut law contract.  Could you have someone
give it a fatal flaw check, or should I use Connecticut counsel?

One issue which is nagging me is their request for a security interest in
the equipment, as I think this might complicate financing.  I assume that
an equipment supplier has certain lien rights under Connecticut law anyway.
Can you have this verified?  I only want the simplest of explanations.

Thanks,

Kay


---------------------- Forwarded by Kay Mann/Corp/Enron on 12/11/2000 06:52
AM ---------------------------


"Scheib, Jacqueline Pennino" <jscheib@rc.com> on 11/17/2000 10:26:09 PM

To:   "'kay.mann@enron.com'" <kay.mann@enron.com>, "Jerry Leitman (E-mail)"
<jleitman@fce.com>, "Ross M. Levine (E-mail)" <rlevine@fce.com>
cc:   "Sellay, William" <WSELLAY@RC.com>

Subject:



<<jgtk01!.DOC>>  <<RED FUELCELL AGR.DOC>>
--------------------------------------------------
Jacqueline Pennino Scheib, Esq.
Robinson & Cole LLP
280 Trumbull Street
Hartford, CT  06103
(p) 860-275-8285
(f) 860-275-8299
jscheib@rc.com


(See attached file: jgtk01!.DOC)
(See attached file: RED FUELCELL AGR.DOC)




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