Heather, Scott, Kay, Stephen:

The attached file is a redlined markup of your draft purchase contract
prepared by our outside counsel, with a few added comments from our group.
Please note these comments are intended to be preliminary and non-binding,
for discussion only. Most of these comments don't address the scope of our
meeting today, but are more detail oriented. Please call me if you have any
questions before we meet Wednesday.

 <<RMLredline version 2.doc>>

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)

This transmittal and its attached files (if any) may contain proprietary or
confidential information belonging to FuelCell Energy, Inc. If you are not
the intended recipient, you are hereby notified that you have received this
transmittal in error. Any review, disclosure, use, dissemination,
distribution or copying of this information is strictly prohibited. If you
suspect that you have received this communication in error, please notify us
immediately by telephone at 1-(203) 825-6000, or e-mail at jryan@fce.com and
immediately delete this message and all its attachments.


 - RMLredline version 2.doc