** Proprietary **

Louie:  Not particularly surprising.  There remains the concern that the 
Nation has  not waived its immunity from suit even in tribal court.  I wonder 
if they would discuss that (they have refused in the recent past).  If they 
don't, that would leave us with:  (1) the Department of the Interior, with 
respect to certain disputes arising under the ROW agreement--particularly on 
issues of cancellation; and (2) an "ex Parte Young" action in federal court 
for injunction against tribal officials seeking to enjoin acts in excess of 
tribal power under federal law--with the possible result that the federal 
court requires us to exhaust tribal court remedies before it hears the 
issues.  This would help only in egregious circumstances or when the Nation 
exceeds its jurisdictional power.  If TW agrees to the standard terms and 
conditions, it will be tough to show the Nation is exceeding its powers, 
since they require consent to broad tribal powers.

Please raise any questions.  Lynn

>>> <Louis.Soldano@enron.com> 07/26/00 06:37AM >>>
Larry Ruzow met with the Navajo DOJ (a Jim Fitting, Esq. ) yesterday
afternoon on another matter.  In the course of the meeting,
Mr. Fitting made clear that the DOJ will oppose any deal that calls for
disputes to be adjudicated in any
forum other than the Navajo Nation Courts (and that this meant DOJ
opposition to arbitration as well.)

Larry expressed that we should not expect Ms. Tapahe (who is more militant
on sovereignty-related
issues) to be willing to compromise on forum issues.

He did remind me of the Resources Committee process.

At this point we will attempt a meeting regardless and report back on
progress.