Ross,

The only thought I have with respect to this request would be that it should 
not apply if FCEL has failed to comply with its warranty obligations, or has 
declined to service the modules after the warranty period has expired.

Kay




"Levine, Ross" <rlevine@fce.com> on 11/08/2000 03:22:30 PM
To: "'Jacqueline Scheib'" <jscheib@rc.com>, "'Stephen.Plauche@enron.com'" 
<Stephen.Plauche@enron.com>, Scott.Healy@enron.com, Heather.Kroll@enron.com, 
Kay.Mann@enron.com
cc: "Leitman, Jerry" <jleitman@fce.com>, "Nock, Herb" <HNock@FCE.com>, "Leo, 
Tony" <tleo@fce.com>, "Bentley, Chris" <cbentley@fce.com>, "Mahler, Joseph" 
<jmahler@fce.com> 

Subject: Additional Contract Item

Jackie, Stephen, Scott, Kay, Heather:

We have an additional item we did not discuss today. We want to add to the
agreement a provision to the effect that: 
   
The Purchaser (include their successors and/or assigns, subcontractors,
vendors, operators, etc.) may not open or in any other manner attempt to
view the interior of the DFC modules without Seller's express written
consent. Failure to comply with this provision would: a) Void all warranties
with respect to the Unit and b) Be considered an automatic violation and
breach of the confidentiality provisions of the agreement and subject to all
remedies for such violation.

Tony: We will also add the same provision to the O&M manuals.

Jackie: Please draft appropriate language for the agreement and include it
in the latest draft of the agreement.

Thank you. 

Ross M. Levine, Esq.
Director of Contracts and Contracts Counsel
FuelCell Energy, Inc.
3 Great Pasture Rd.
Danbury, CT 06813

(203) 825-6057
(203) 798-2945 (fax)
rlevine@fce.com (email)

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