Subject: Fuel Cell Purchase Agreement
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Sun, 18 Mar 2001 14:08:00 -0800 (PST)

Kay, John Klauberg forwarded your email requesting a "fatal flaw" review 
under Connecticut law and also your question relating to the granting of a 
security interest under the agreement.  The agreement does not appear to have 
any "fatal flaws" with respect to enforceability under Connecticut law.  
There are no liquidated damages provisions or "sole" remedy provisions that 
are often times problematic.  The contract does contain a rather extensive 
force majeure provision which we have not fully analyzed under Connecticut 
law, but the provision appears to be reasonably drafted and should not be a 
problem.  If you would like, we can take a closer look at it for precedents 
under Connecticut law.

As to the granting of the security interest and the filing of financing 
statements, we think that these provisions are reasonable for this type of 
contract and merely provide the seller with a mechanism for perfecting its 
security interest.  I have attached a memorandum that addresses this issue 
under Connecticut law.  Please call me at the number set forth below if you 
have any questions regarding this email or the attached memorandum, or if I 
may be of any other assistance.

Regards.
Chuck Welsh

This e-mail, including attachments, contains information that is confidential 
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Charles R. Welsh
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Goodwin Square
225 Asylum Street
Hartford, Connecticut 06103
(860) 293-3723
Email: [email-masked]

 - memotoch.DOC