Lynn: 

I think there is wisdom in seeking to separate money from terms at this 
point. If TW and TNN reach an agreement on money. Then, in some sense, TNN 
will be counting on this money and there should be some pressure to reach a 
final agreement so that the money can be paid. This may cause some 
flexibility on terms. If we are trying to negotiate both money and terms at 
the same time, the sovereignty zealots can argue, "they (TW) haven't even 
agreed to a "fair" consideration, and now they want to take our sovereignty." 

It has been said that "when money goes out the door, love goes out the 
window." Perhaps the converse is true. 

A final thought is that I am aware of the Standing Rock scenario where an 
agreement on consideration was reached first and then the deal fell apart on 
the question of terms. While my knowledge of all the details is not complete, 
it is my understanding that in that case, (unlike the present situation), it 
was not made crystal clear to TNN that the Standing Rock terms still needed 
negotiation. Moreover, I am not sure that in Standing Rock you had the 
participation of a TNN Task Force that included Navajo Nation Council 
Committee Chairs (who should furnish the impetus for completing a deal and 
getting the money once consideration is agreed on.) 

LAR 

I think there is wisdom in seeking to separate 

Lynn Slade wrote: ** Proprietary ** 

Louie:? I think the letter to Mr. Trujillo is excellent, particularly as it 
follows on the strategy suggested by Zaman.? It signals that there is no 
sense in talking unless we can resolve compensation issues, but suggests 
there will be other issues we need to discuss.? If we want to emphasize that 
we cannot acquiesce in their terms and conditions, we could insert to the 
second sentence in the final paragraph of the letter: "It would seem best to 
schedule a meeting with the entire Task Force to discuss consideration and 
other key issues once the Nation has responded to this portion of 
Transwestern's offer."? Please raise any other questions you may have.? Lynn 

<Louis.Soldano@enron.com> 04/18/00 04:42PM >>> 
Please see the attached. 

(See attached file: status17.doc) 

(See attached file: DAS02.doc)