Mike,
 I have reviewed the attached marked copy of the transaction agreement and 
have gone over the changes with Craig.  Please change the term "best efforts" 
which was added in the 14th line of Item 1 under Other to read "commercially 
reasonable best efforts".  This will keep the concept the same throughout the 
document where we use the term "commercially reasonable best efforts".  With 
this change, please print out two copies of the contract and two copies of 
the transaction agreement and proceed with execution of each.  Please call if 
you have any questions.



	"Mike Cesario" <MCesario@ormet.com>
	12/04/2000 10:49 AM
		 
		 To: <Craig.Breslau@enron.com>, <dan.j.hyvl@enron.com>
		 cc: "Mark Kleinginna" <MKleinginna.WheelingPO.Wheeling_Domain@ormet.com>, 
"Tommy Temple" <TTemple.WheelingPO.Wheeling_Domain@ormet.com>
		 Subject: Transaction Agreement


Attached is the final, marked copy of the Ormet/Enron transaction agreement.
Please let me know if you have any comments.  Otherwise, if you have none, I 
will begin having final drafts executed by Ormet.
Thanks,
Mike

 - Enron_Doc.doc