Gentlemen,

I've recently become involved in the "cell sale" side, meaning the 
transaction to sell the Fuel Cell equipment cells to CRRA.  I've met the Fuel 
Cell folks, but have not met anyone with CRRA yet.

Currently, I'm preparing a letter of intent for Enron/CRRA for the 
purchase/sale of the cells, have a development agreement prepared by outside 
counsel to review, and need to come up with a draft purchase agreement for 
FCE to review. I'll make sure Dan is in the loop on as much of that as he 
cares to read.

I've heard a rumor of an issue regarding the authority of CRRA to purchase 
the equipment (perhaps relating to the use of bond money for the purchase), 
but haven't come up to speed on that issue yet.  I would like to chase down 
that issue some more before a loud alarm is sounded, however.  

I'll get a grasp on the hearing protocol, as I know Dave is very interested 
in that aspect of the process.

Kay





Dan Lyons@ECT
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