Mike,
 I have reviewed the requested changes to Exhibit D, I am okay with the 
proposed changes so long as the same changes are made to Exhibit C.  The 
change to Suspension of performance on Appendix 1 is okay.  The collateral 
requirement language has been in the contract for some time so I am concerned 
with bringing up changes at this late date; however, please let me know your 
concern so that we can resolve the issue with the Enron Credit group.



	"Mike Cesario" <MCesario@ormet.com>
	12/08/2000 10:16 AM
		 
		 To: <Craig.Breslau@enron.com>, <Dan.J.Hyvl@enron.com>
		 cc: 
		 Subject: Firm Purchase/Sale Agreement


Attached is a copy of Ormet's mark-up to the Firm Purchase/Sale Agreement 
post V.P. of Finance review.  The changes are primarily to Exhibit D.  
Additionally, there is one chage under Suspension of Performance on Appendix 
1 page "1"-3.  Finally, we need to address the collateral 
requirment/termination payment threshhold in section 4.3.
Thanks,
Mike

 - Enron_Agreement.doc