Exhibit C and Exhibit D



	"Mike Cesario" <MCesario@ormet.com>
	12/04/2000 12:40 PM
		 
		 To: <Dan.J.Hyvl@enron.com>
		 cc: 
		 Subject: Re: Transaction Agreement


Dan,
I will make the change that you refer to on the transaction agreement.  Also, 
which exhibits need to be signed in conjunction with the firm purchase/sale 
agreement?  Let me know and I will begin getting them executed.
Thanks,
Mike

>>> <Dan.J.Hyvl@enron.com> 12/04/00 01:30PM >>>

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

(See attached file: Enron_Doc.doc)