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                                                                Exhibit 10.5


                             PHOENIX ENTERPRISES LLC
                        135 EAST 57TH STREET, 12TH FLOOR
                               NEW YORK, NY 10022




June 15, 2001


JLM Industries, Inc.
8675 Hidden River Parkway
Tampa, FL 33637
Attention: John L. Macdonald

      Re:   Purchase Agreement
            ------------------

Gentlemen:

            Reference is hereby made to that certain Purchase Agreement (the
"Purchase Agreement"), dated June 7, 2001, between JLMI Industries, Inc., a
Delaware corporation (the "Company"), and the investors listed on Schedule 1
attached to the Purchase Agreement (each individual, an "Investor" and
collectively, the "Investors"). All capitalized terms used which are not
otherwise defined herein shall have the meanings given to such terms in the
Purchase Agreement.

            The parties hereby agree as follows:

            1.    Section 6.2(d) of the Purchase Agreement shall be amended
and restated in its entirety as follows:

                  "(d) By the Company or Phoenix if the Closing shall not have
      occurred on or prior to June 29, 2001; PROVIDED, HOWEVER, that the right
      to terminate under this subsection (d) shall not be available to a party
      if such party's failure to satisfy any obligation under this Agreement has
      been the cause of, or resulted in, the failure of the Closing to occur on
      or prior to such date (unless such date is extended by mutual agreement of
      the parties)."

            2.    The last sentence of Section 8.3 of the Purchase Agreement
shall be amended and restated in its entirety as follows:

            "Notwithstanding the foregoing, the Investors acknowledge and agree
      that the Company and Phoenix, without the consent of the Investors, may
      amend or supplement this Agreement, the Registration Rights Agreement or
      any other agreement in connection with the transactions contemplated
      hereby, to (i) cure any ambiguity, defect or inconsistency, or (ii) make
      any change that would provide any additional rights or benefits to the
      Investors or that would not materially and adversely affect the legal
      rights of the Investors hereunder."

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            3.    Except as expressly set forth herein, all of the terms and
provisions of the Purchase Agreement shall remain unchanged and shall continue
to be in full force and effect.

            Please confirm that the foregoing correctly sets forth our agreement
by signing and returning to Phoenix the duplicate copy of this letter enclosed
herewith.

                                          Very truly yours,

                                          PHOENIX ENTERPRISES LLC



                                          By: /s/ Philip Sassower
                                             ---------------------------
                                             Name: Philip Sassower
                                             Title: Chief Executive Officer

Accepted and agreed to as of
the date first above written:

JLM INDUSTRIES, INC.


By: /s/ Michael E. Hayes
   ---------------------------------
   Name: Michael E. Hayes
   Title:  Vice President and Chief Financial Officer





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