EXHIBIT B

to

March 11, 1998 Testimony of Mark A. Jarboe, Dorsey & Whitney LLP

COW CREEK BAND OF UMPQUA TRIBE OF INDIANS

TRIBAL LEGAL CODE

TITLE 70

ARBITRATION CODE

70-10 Authorization and Repeal of Inconsistent Legislation.

The Cow Creek Band of Umpqua Tribe of Indians (the "Tribe") is organized under the Indian Reorganization Act of June 18, 1934 (48 Stat. 984) and the provisions of the Cow Creek Band of Umpqua Tribe of Indians Recognition Act of December 29, 1982 (P.L. 97-391), as amended by the Cow Creek Band of Umpqua Tribe of Indians Distribution of Judgement Funds Act of October 26, 1987 (P.L. 100-139), and the Cow Creek Tribal Constitution, duly adopted pursuant to a federally-supervised constitutional ballot, on July 8, 1991 (the "Tribal Constitution").

Pursuant to Article III, Section 1 of the Tribal Constitution, the Cow Creek Tribal Board of Directors (the "Board") is the governing body of the Tribe. Pursuant to Article VII, Section I(d) of the Tribal Constitution, the Board has the authority to "administer the affairs and assets of the Tribe . . ." Pursuant to Article VII, Section I(e) of the Tribal Constitution, the Board has the authority to "administer . . . all federal funds . . . and . . . all funds from tribal business enterprises . . ." Pursuant to Article VII, Section I(g) of the Tribal Constitution, the Board has the authority to "[t]o manage all economic affairs and enterprises of the Tribe . . ." Pursuant to Article VII, Section I(i) of the Tribal Constitution, the Board has the power to "enact ordinances and laws governing the conduct of all persons on tribally-owned land; to maintain order and protect the safety, health, and welfare of all persons within the jurisdiction of the Tribe; and to enact any ordinances or laws necessary to govern the administration of justice, and the enforcement of all laws, ordinances or regulations . . ." Pursuant to Article VII, Section I(i) of the Tribal Constitution, the Board has the power to "enter into loan agreements, joint venture business partnerships, to assign business or other income as collateral for loans, and to enter into other financial arrangements as required for the development and management of business enterprises or land acquisition, including the enactment of such ordinances as are necessary or appropriate." Pursuant to Article VII, Section I(t) of the Tribe's Constitution, the Board has "such other powers and authority necessary to meet its obligations, responsibilities, objectives, and purposes as the governing body of the Tribe."

Pursuant to the foregoing and the Tribe's retention of the full spectrum of sovereign powers, the Board has the authority to establish, and the Board desires to establish, this Title 70 of the Cow Creek Tribal Legal Code, Arbitration Code (this "Arbitration Code").

Any prior Tribal regulations, resolutions, orders, motions, legislation, codes or other Tribal laws which are inconsistent with the purpose and procedures established by this Arbitration Code are hereby repealed to the extent of any such inconsistency.

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.

70-20 Scope of Ordinance.

This Arbitration Code applies to any written contract, agreement or other instrument entered into by the Tribe, or any other person or entity entering into a transaction subject to the jurisdiction of the Tribe, in which the parties thereto expressly agree to settle by arbitration any controversy arising out of such contract, agreement or other instrument and in which this Arbitration Code is expressly and specifically invoked and where the matter in controversy exceeds the sum or value of $50,000, exclusive of interest and costs.

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.

70-30 Agreements to Arbitrate are Enforceable.

An express agreement in any written contract, agreement or other instrument described in Section 70-20, above, to settle by arbitration any controversy thereafter arising out of such contract, agreement or other instrument or any other transaction contemplated thereunder, including the failure or refusal to perform the whole or any part thereof, or a written agreement between two or more persons to submit to arbitration any controversy existing between them at the time of the agreement, shall be valid, irrevocable and enforceable.

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.

70-40 Law to be Applied.

a. In any contract, agreement or instrument described in Section 70-20, above, the parties may agree upon the jurisdiction whose substantive law shall govern the interpretation and enforcement of the contract, agreement, instrument or controversy. Such governing law shall be valid and enforceable, and not subject to revocation by one party without the consent of the other party or parties hereto, provided that the subject matter of the contract, agreement, instrument or controversy, and at least one of the parties thereto, shall have some contact with the jurisdiction so selected.

b. In any proceeding under this Arbitration Code, whenever the contract, agreement or other instrument sets forth a governing law provision, the Tribal Court shall apply the procedural rules of the Tribal Court and the substantive law of the jurisdiction selected in such governing law provision; provided that no procedural rule of the Tribal Court shall be effective to bar, delay or impair any action, proceeding or remedy where such action, proceeding or remedy would not be barred, delayed or impaired by the procedural rules of the courts of the jurisdiction whose substantive law applies.

c. In any proceeding under this Arbitration Code, whenever the contract, agreement or other instrument does not set forth a governing law provision, the Tribal Court shall first apply Tribal law and applicable federal law and then apply substantive statutory, regulatory and common law of the jurisdiction selected in such governing law provision, but only to the extent that any such substantive statutory, regulatory or common law does not conflict with this Arbitration Code or other applicable Tribal law.

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.

70-50 Stay of Proceedings and Order to Proceed with Arbitration.

a. If any action for legal or equitable relief or other proceeding is brought by any party to any contract, agreement or instrument described in Section 70-20, above, the Tribal Court Judge presiding over the pending action or proceeding shall not review the merits of the pending action or proceeding, but shall stay the action or proceeding until an arbitration has been had in compliance with the agreement.

b. A party to any contract, agreement or instrument described in Section 70-20, above, claiming the neglect or refusal of another party thereto to proceed with an arbitration thereunder may make application to the Tribal Court for an order directing the parties to proceed with the arbitration in compliance with their agreement. In such event, the Tribal Court shall order the parties to submit to arbitration in accordance with the provisions of the contract, agreement or instrument and the question of whether an obligation to arbitrate the dispute at issue exists shall be decided by the arbitrator(s).

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.

70-60 Advice of the Court.

At any time during an arbitration, upon request of all the parties to the arbitration, the arbitrator(s) may make application to the Tribal Court for advice on any question of Tribal or other applicable law arising in the course of the arbitration. The advice of the Court upon such application shall be final as to the question presented and it shall bind the arbitrator(s) in rendering any award.

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.

70-70 Time Within Which Award Shall be Rendered.

a. If the time within which an award is rendered has not been fixed in the arbitration agreement, the arbitrator(s) shall render the award within thirty days from the date the arbitration has been completed. The parties may expressly agree to extend the time in which the award may be made by an extension or ratification thereof in writing.

b. An arbitration award shall be in writing and signed by the arbitrator(s). The arbitrator(s) shall provide written notice of the award to each party by certified or registered mail, return receipt requested.

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.

70-80 Application for Order Confirming Award; Record to be Filed with Clerk of Court; Effect and Enforcement of Judgment.

a. At any time within one year after an arbitration award has been rendered and the parties thereto notified thereof, any party to the arbitration may make application to the Tribal Court for an order confirming the award.

b. Any party applying for an order confirming an arbitration award shall, at the time the order is filed with the Clerk of the Tribal Court for entry of judgment thereon, file the following papers with the Clerk: (1) the agreement to arbitrate; (2) the selection or appointment, if any, of the arbitrator(s); (3) any written agreement requiring the reference of any question as provided in Section 70-50, above; (4) each written extension of the time, if any, within which to make the award; (5) the award; (6) each notice and other paper used upon an application to confirm; and (7) a copy of each order of the Tribal Court upon such an application.

c. An arbitration award shall not be subject to review or modification by the Tribal Court, but shall be confirmed strictly as provided by the arbitrator(s). The judgment confirming an award shall be docketed as if it were rendered in a civil action. The judgment so entered shall have the same force and effect in all respects as, and be subject to all the provisions of law relating to, a judgment in a civil action, and it may be enforced as if it has been rendered in a civil action in the Tribal Court. When the award requires the performance of any other act than payment of money, the Tribal Court may direct the enforcement thereon in the manner provided by law.

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.

70-90 Arbitration Award Not Appealable.

Notwithstanding any other provision of the Tribal Legal Code, including without limitation, the Tribal Court Code, no further appeal may be taken from an order issued by the Tribal Court pursuant to this Arbitration Code enforcing an agreement to arbitrate or an award issued by an arbitrator.

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.

70-100 Jurisdiction of the Tribal Court in Actions to which the Tribe is a Party.

a. The Tribal Commercial Court shall have exclusive Tribal Court jurisdiction over any action to enforce an agreement to arbitrate, to compel arbitration pursuant to such an agreement to arbitrate and to enforce an award made by an arbitrator pursuant to such an agreement to arbitrate, contained in any contract, agreement or other instrument described in Section 70-20, above, to which the Tribe is a party; provided that the Tribal Board of Directors has explicitly waived the defense of tribal sovereign immunity in the contract, agreement or other instrument at issue.

b. The jurisdiction of the Tribal Commercial Court under this Arbitration Code shall be concurrent with the jurisdiction of any court of competent jurisdiction to the jurisdiction of which the Tribal Board of Directors may have explicitly consented in such contract, agreement or other instrument. Any consent to the jurisdiction of any court of competent jurisdiction contained in a contract, agreement or other instrument described in Section 70-20, above, to which the Tribe is a party shall be valid and enforceable in accordance with its terms.

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.

70-110 Severability.

If any section, or any part thereof, of this Arbitration Code or the application thereof to any party, person or entity in any circumstances shall be held invalid for any reason whatsoever by a court of competent jurisdiction or by federal legislative enactment, the remainder of the relevant section or part of this Arbitration Code shall not be affected thereby and shall remain in full force and effect as though no section or part thereof has been declared to be invalid.

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.

70-120 No Waiver of Sovereign Immunity.

Nothing in this Arbitration Code shall provide or be interpreted to provide a waiver of the sovereign immunity of the Tribe or any of its governmental officers, employees and/or agents acting within the scope of their authority.

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.

70-130 Amendment or Repeal of Arbitration Code.

After this Arbitration Code becomes effective pursuant to Section 100-140, below, this Arbitration Code shall not be amended or repealed other than by passage of a Resolution approved by unanimous vote of the entire Tribal Board of Directors. This Arbitration Code shall not be amended to adversely impair the rights of any party to any contract, agreement or other instrument described in Section 70-20, above.

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.

70-140 Effective Date.

This Arbitration Code shall be effective upon adoption hereof by Resolution approved by no less than eight (8) members of the Tribal Board of Directors by roll call vote.

Source: Tribal Board of Directors Resolution No. 96-26, dated March 10, 1996.