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     1.  PROCEEDINGS - B.F. Properties, a partnership, filed a motion for distribution to it of approximately $77,000.00 plus accrued interest representing the net proceeds from the sale of Lot 10, Block 3, Wentworth Subdivision in the Anchorage Recording District.

Lot 10 is real property which was owned by the bankruptcy estate of Thomas Seaward. The debtor was permitted by the court to sell Lot 10 over the objection of B.F. Properties. Lot 10 was part of the collateral securing a $105,000 promissory note executed by Seaward in favor of B.F. Properties. The other collateral was the adjoining Lots 11 and 12, plus Thomas Seward's 16½% interest in the B.F. Properties partnership itself.

The debtor and various mechanics lien claimants object to distributing the funds to B.F. Properties ahead of the mechanics lien claimants on the grounds that: (a) the lien claimants have a prior interest in the proceeds of the sale of Lot 10 under AS 34.35.060(c) relating to "original construction" labor, (b) the other two lots, Lots       3 ABR 171  11 and 12, which B.F. Properties was permitted to foreclose upon after the automatic stay was lifted as to them had sufficient value to leave some portion of the $77,000+ proceeds available for the lien claimants, or (c) that B.F. Properties should be required by the doctrine of marshaling to proceed first against other collateral (namely the 16½% partnership interest of the debtor, Thomas Seaward, in B.F. Properties itself).

An evidentiary hearing on the motion for distribution was held on January 5 and 7, 1993.

     2.  RULING - I conclude that the indebtedness remaining due to B.F. Properties is $80,353.73. The net proceeds from the sale of the Lot 10 was $77,001.39, plus accrued interest from about August 5, 1992 of about $962.52 through the date of the hearing, or approximately $77,965. See ¶ 4.2. of this memorandum for a further explanation of the calculations.

Any labor lien claims asserted by the lien claimants in connection with improvements on Lot 10 do not arise from work on "original construction" as used in AS 34.35.060(c), and, therefore, the labor lien claimants are subordinate to the deed of trust beneficiary, B.F. Properties. See ¶ 4.1. of this memorandum.

I have valued the recovery in favor of B.F. Properties from the non-judicial foreclosure of Lots 11 and 12 as equivalent to a reduction in the balance due on the Seaward obligation arising from the $105,000 promissory note or a payment of $56,000 on about September 5, 1992. At that time, the principal balance was $102,081, plus accrued interest and costs (see, ¶ 4.2. of this memorandum for the specifics of the calculations).

The amount available from the sale of Lot 10 to pay the B.F. Properties' indebtedness ($77,965±) is slightly less than the amount due ($80,353.73), and, therefore, the entire balance of principal and interest remaining from the sale of Lot 10 must be paid over to B.F. Properties in satisfaction of its claim.

It is inappropriate in this case to apply the doctrine of marshaling to require B.F. Properties to look to Seaward's 16½% interest in B.F. Properties before being allowed to reimburse itself out of the proceeds of Lot 10.

I will enter a separate order based upon these rulings.

           3 ABR 172  3.  FACTUAL BACKGROUND - The real property involved in this dispute is three lots, Lots 10, 11, and 12, Block 3, Wentworth Subdivision in the Anchorage Recording District. On March 15, 1991, as part of a larger transaction, Strong Enterprises, Inc. purchased these three lots from Alaska Housing Finance Corporation (AHFC) on which were situated two substandard homes (one of the homes encroached on the lot line between Lots 10 and 11). Here is a brief description of how Seaward came into title to the three lots.

The purchase of the three lots was part of a bulk sale of 26 residential units by AHFC. The 26 lots had been difficult properties for the AHFC to market. B.F. Properties took them off the AHFC's hands in a bulk purchase for a bargain price.

In a simultaneous closing, Strong Enterprises, Inc. (owned by Greg Strong) conveyed the 26 lots to a joint venture named "Double Horseshoe Investments" (a joint venture of Horseshoe Investments, Ltd. and Strong Enterprises, Inc.). One of the joint venturers, Horseshoe Investments, Ltd., is a corporation whose principal is Janice McConnell. Immediately after taking title to the 26 lots, the 26 lots were conveyed by the joint venture, Double Horseshoe, to a partnership named "B.F. Properties Partnership." B.F. Properties was a partnership comprised of three partners: (a) Strong Enterprises, Inc., (b) Horseshoe Enterprises, Ltd., and (c) Thomas L. Seaward, the debtor in this chapter 11 proceeding.

In short, on March 15, 1991, title to the 26 residential properties passed from AHFC to B.F. Properties through intermediate conveyances. From the bulk transfer B.F. Properties immediately conveyed 13 of the properties to third parties to whom the 13 lots were pre-sold.

The remaining 13 residences (on 14 lots) were problem properties. Reselling them was anticipated to be difficult due to substandard construction, vandalism, et cetera.

Simultaneously with the bulk purchase of the 26 residences, Seaward arranged to purchase from Strong Enterprises (though B.F. Properties actually closed the sale with Seaward) two of the residences which were situated on three lots, Lots 10, 11, and 12, for $105,000.00. In addition to selling Seaward the real property, B.F. Properties was also to advance $20,000.00 in funds to Seaward to do other improvements on the properties.

      3 ABR 173  A dispute arose after the March 15, 1991 closing between Seaward on the one hand and Strong and McConnell on the other after the closing as to whether Seaward had breached a fiduciary obligation in failing to identify to his partners in B.F. Properties that the parcels contained an "extra" lot in that one of the residences straddled the lot line between Lots 10 and 11.

Gregory Strong, is the principal of Strong Enterprises, Inc. He had been CEO of Eklutna, Inc., a village native corporation, and handled its property dealings in Anchorage. He has a business background and negotiated the purchase of the 26 lots from AHFC. He testified that AHFC had been unwilling to market these difficult properties because of perceived legal problems, and that he had been instrumental in getting the sale program approved with the State of Alaska.

Mr. Strong testified that he and Ms. McConnell, through their respective companies, were the "finance partners," and that Thomas L. Seaward was to be the "working partner." Seaward earned his share in return for his knowledge and expertise regarding the repairing, maintaining, and selling troubled properties like the ones involved in the bulk sale. Seaward had worked on the Real Estate Owned (REO) departments of United Bank Alaska and Key Bank.

According to Strong, Seaward's function was to analyze the properties, and advise the other partners and handle all the work in connection with marketing the properties and arranging for whatever repairs were desirable and necessary. For his expertise in handling REO-type properties, Seaward was to get a 16½% partnership interest in B.F. Properties, although the partnership agreement was not submitted into evidence and the nature of the interest remains unclear to me. Seaward also received real estate commissions for acting as broker for the bulk purchase and/or for sale of various of the lots to third parties.

In March or April, 1991, after closing on the purchase of the three lots from B.F. Properties, Seaward arranged for a housemover to lift the structure from its position astride Lots 10 and 11 and move it temporarily to the rear of Lot 11. This was done by Foote House Moving. Foote was apparently paid several thousand dollars for his effort. BFP Exh "J".

Next, in April of 1991, one of the lien claimants, Craig Rappe, did       3 ABR 174  excavation for a new foundation, and sewer and water service on Lot 10. A new foundation was constructed on Lot 10 in April or May, 1991 in the hole excavated by Craig Rappe and the house was set upon that foundation. The structure was at that point all enclosed within Lot 10. See, BFP Exhibit "DD" which is a copy of an as-built showing the relative position of the house both before and after the move (a copy is attached to this memorandum).

During the spring and summer of 1991, Seaward unsuccessfully tried to obtain commercial financing to fund the refurbishing of the properties.

In October or November, 1991, Rudi Kaeppele, a contractor, was introduced to an agent handling the construction effort on the home now wholly on Lot 10 for Mr. Seaward and agreed to work on the project. The evidence is not clear whether Kaeppele was a general contractor or just supervising the construction for Seaward. Kaeppele claims that he is owed $19,892.57 (see attached Appendix "A", a compilation of the amounts claimed by all the lien claimants' claims against Lot 10.

There was conflicting testimony about the value of the house as it sat straddling the lot line between Lots 10 and 11. Seaward claims that the structure had a negative $10,000.00 value, but there is also the inference that the house must have had some material value due to the fact that Seaward sought to use it in the construction project. Also, there is some inference by documents prepared by Seaward that at least for financing purposes he ascribed a value of $30,000.00 to the house before it was improved by the lien claimants. I find that the encroaching house had some significant value, probably in the range of $20,000, more or less.

It seems clear, however, that the house was in substantial disrepair and probably had been vandalized while it sat vacant. Subcontractors from the various crafts added substantial value to the house. Some of those subs are labor claimants who now claim that the work was on "original construction."

New electrical service was connected from the utility's line to the repositioned house on Lot 10 in the same manner as would have been done if completely new construction had been done there. Similarly, water and sewer line connections were brought from the utilities lines outside       3 ABR 175  the property line to the new position of the house on Lot 10. The old connections for water and sewer were not used.

The home, however, retained its same square footage and essentially its same configuration except for a portion on the rear of the old house which was not attempted to be salvaged due to a marginal or completely missing foundation. An arctic entry was constructed and the roof over the kitchen was added to the repositioned house to increase its area but not the square footage.

The main bone of contention between the lien claimants and the beneficiary of the deed of trust, B.F. Properties, is whether the work done by the lien claimants was "original construction as defined by AS 34.35.060(c).

When Seaward purchased the three lots, B.F. Properties took both a purchase money deed of trust on Lots 10, 11, and 12 as collateral from Thomas L. Seaward, and an assignment of his 16½% partnership interest in B.F. Properties. The evidence never clearly defined the terms of Seaward's partnership interest, i.e. whether it was just profits interest or a full interest in the partnership, or what the terms and conditions of the interest were.

After moving the home to Lot 10, and before doing all of the remodelling, Seaward discussed the terms for getting a partial release from the $105,000.00 deed of trust from B.F. Properties. In an earlier hearing in this case Greg Strong acknowledged discussing releasing Lot 10 for a $65,000 payment on the $105,000 promissory note, but said that Seaward could never perform on those terms.

After receiving declarations from all the lien claimants, except Craig Rappe who testified briefly, I find that the amount of the labor portion lien claims totals $41,296.31 exclusive of interest or costs (see attached Appendix "A").

B.F. Properties began a foreclosure against the three lots prior to Mr. Seaward filing bankruptcy. Seaward filed bankruptcy on May 4, 1992 staying the foreclosure.

Shortly after filing his bankruptcy petition, Seaward filed a motion to sell Lots 10, 11, and 12, but only had a commitment for the purchase of Lot 10. After conducting a hearing, over the objection of B.F. Properties, I approved the sale of Lot 10, subject to receiving net       3 ABR 176  proceeds of at least $80,000.00 and the liens of the contending parties (B.F. Properties and the lien claimants and any others) attaching to the net proceeds.

I modified that order to require the net proceeds to be at least $77,000.00 as a condition to closing the sale. The sale was closed, and the net proceeds were minimally over $77,000.00. It is this fund that is the subject of the pending motion to distribute the funds filed by B.F. Properties.

In his motion to sell Lot 10, Seaward proposed to take some of the proceeds to apply to improving Lot 12 which has a substandard structure on it. He also wanted to move a building from another location onto Lot 11, fix it up and sell it. I did not approve release of any of the proceeds from Lot 10 for these purposes, but instead granted a motion for relief from stay filed by B.F. Properties on Lots 11 and 12 since Seaward's proposal to improve these lots and sell them for a profit seemed both marginal as to the profit available and also extremely risky for such marginal profit.

After the sale of Lot 10 closed, B.F. Properties completed a non-judicial foreclosure sale on Lots 11 and 12 and bid them for $1.00 in the beginning of September. At the hearing on the motion to lift the stay, I found that the value of Lot 11 was $26,000.00 and the value of Lot 12, which contained a substandard structure, was $35,000.00, for a total of $61,000.00 without any deductions for the transactions costs B.F. Properties would incur in holding and reselling these properties. I find that the net value of Lots 11 and 12 to B.F. Properties, after deducting transaction costs of about 10%, is $56,000.

B.F. Properties seeks to recover as part of its secured claim its reasonable costs and attorney fees which are provided for by the promissory note and deed of trust signed by Seaward. B.F. Properties claims reasonable costs and attorney fees were incurred with two law firms. One was Routh & Crabtree for $4,912.27. for conducting a foreclosure on the property twice (the first one was stopped due to the bankruptcy, apparently without being able to continue the date). I conclude the amount is high, but not unreasonable given the complexity of the matter (the interlocking partnership interest and the numerous lien claims). The billing appears to be net of any extraneous work related       3 ABR 177  specifically to the partnership security.

The other billing is for Koval & Featherly for $17,363.82 to January 5, 1993 (i.e., not including the time spent on January 5-7, 1993 at the evidentiary hearing). This is just for the bankruptcy work. Although this is very high in my opinion, the only testimony I received was from Greg Strong reiterating that B.F. Properties had excised from the bill anything related to the Superior Court litigation with Seaward and focused solely on the cost of collecting its note in bankruptcy. Strong ascribed the high cost to the multifaceted attack on its collateral position by the lien claimants and Seaward.

Neither the lien claimants nor Seaward attacked the detail of the attorney fee bills. Rather, only Mr. Seaward attacked the zealousness of B.F. Properties' litigation tactics as excessive. None of Seaward's presentation assisted me in analyzing the billing per se. Therefore, I find that, though the billing is extremely high, it has not been shown in this matter to be unreasonable to the degree that it should not be paid out of the funds available for distribution from the sale of Lot 10.

Finally, as one of the basis for my ruling I questioned Mr. Seaward's truthfulness on many key points in his testimony.

     4.  LEGAL ANALYSIS -

     4.1.  The Work by the Lien Claimants Was Not "Original Construction" as Used in AS 34.35.060(c) - The Alaska Mechanics and Materialmen lien statute provides that the beneficiary of a deed of trust generally primes a mechanics lien creditor. AS 34.35.060(a). There is an exception in AS 34.35.060(c) which provides:

A lien created by AS 34.34.050-34.34.120 in favor of an individual actually performing labor upon a building or other improvement in its original construction or of a trustee of an employee benefit trust for those individuals is preferred to a prior encumbrance upon the land on which the building or other improvement is constructed.

This is an unusual provision that does not appear in the lien laws of other states. Lynch v. McCann, 478 P2d 835, 837 (Alaska 1970). In Lynch an addition was added to an Anchorage bar named "Pal Joey." An addition was made to Pal Joey by adding a section approximately 10-12 feet wide for the width of the existing structure. The old building was approximately 36' wide x 72' long. Thus, the court estimated the addition to be 1/7th the size of the Old Pal Joey building.

The Superior Court found that the lien claimants had priority over the deed of trust beneficiary as to the new addition but not the underlying land. In other words, the Superior Court treated the new addition as "original construction" which primed, at least in part, the earlier deed of trust. The Supreme Court reversed and held that the statutory scheme regarding "original construction is unique in the lien laws of the United States. It is generally applied to situation where there is vacant or cleared land, but the court acknowledged that

[a] difficult problem would be posed if a structure of little value were modified by an addition worth much more than the original building. In the absence of a clear indication as to the legislature's intent, a more precise definition of the term must await decisional delineation.

Id at 838.

Another case interpreting the "original construction" provision was the U.S. District Court held in Thorpe Construction Co., Inc. v. Irvine & Co., 367 F Supp 887 (D Alaska 1973):

According to the blueprints of the construction area, the Golden Rickshaw building was apparently a separate structure and not constructed as a part of the small existing Peanut Farm building. Also, on the building permit issued by the Greater Anchorage Area Borough, the construction was described as "new" as opposed to other boxes entitled "alteration," "addition," "repairs," and "other." However, defendant Joseph Wayer stated by affidavit that the building

" . . . was designed architecturally to be connected to the existing Peanut Farm and to conform and blend with it architecturally . . ."

The court found on these facts that the work was on "original construction."

B.F. Properties in the present case offered exhibits which were not on its original exhibit list to show that the building permits in the present case were not for new construction. I did not receive this evidence since I found that, even without the evidence, it was convinced that this was not "original construction".

The lien claimants and Seward argue that, when the property was lifted from its encroaching position and temporarily moved to the side of Lot 11 while the new foundation was excavated and constructed, the building became "personal property." They claim that any further work on it was therefore "original construction". I found one case instructive       3 ABR 179  on whether the property should be considered to have remained real property even though temporarily elevated and severed from its utility life lines. In Dannemiller v. Amfac Distribution Corp., 566 P2d 645, 651 (Alaska 1977) the court considered whether certain modular units were sufficiently annexed to real estate pursuant to AS 34.35.055 to make the land subject to a lien. The court said:

To determine whether or not the modular units are sufficiently attached to the Kennedy leasehold estate, we will look to the following elements:

(1) physical annexation,
(2) adaption to sue with real property,
(3) intention to annex to realty,
(4) relationship of the claiming parties,
(5) the relative difficulty of removal,
(6) the nature of the article annexed, and
(7) whether the fact of the annexation is open and apparent." (footnote omitted)

By analogy, I find that the home never ceased to be real property in connection with Lot 10 for the purposes of an "original construction" analysis.

The most significant evidence convincing me that this was not original construction was a review of the as-built survey of the former and new positions of the house showing that the building remained approximately the same size, and a picture of the house before and after in which they appeared very similar structurally. See, BFP Exhs DD, TT, and UU.

There was conflicting evidence about the initial value of the property, but suffice it to say that there was at least enough value in this to entice Seaward into paying $105,000.00 (with $20,000.00 in part given to him to improve the foundations on the property).

There is a conflict in the testimony as to whether B.F. Properties knew that Seaward intended to swing the property around 90 and place it on Lot 10, but I find that both parties believed going into the deal that the building that straddled lots 10 and 11 would remain on the property.

Under the totality of the circumstances to this case, I find that argument does not convince me that this is original construction, but rather an extensive remodel or repair job.

Granted there are some things compatible with "original construction" in this project. New power, sewer and water were brought       3 ABR 180  to the property. This also sometimes happens when an older property on a well is attached to municipal water or sewer in the Anchorage vicinity or a property goes from a generator to municipal power.

There is no bright line of demarcation between "original construction" and remodeling of an existing structure, but on balance I feel that this is closer to the Lynch case than the Thorpe case.

     4.2.  Balance Due to B.F. Properties; Standard for Judging Reasonableness of Attorney Fees; Use of Evidence from Prior Hearing to Value Lots 11 and 12 - To determine the balance of Seaward's obligation to B.F. Properties, I added the principal balance, accrued interest, payments and offsets, and costs (including attorney fees).

The $105,000 principal balance was reduced by an offset B.F. Properties owed to Seaward for a brokerage fee so the principal balance is agreed to be $102,081.

Interest on this amount accrued from the date of the note on March 15, 1991 to about September 5, 1992 at 12% per year. On about September 5, 1992, Seaward is entitled to a credit for $56,000 as the value, after transaction costs, ascribable to the recovery of Lots 11 and 12 in a non-judicial foreclosure after B.F. Properties got relief from stay.

I relied on the testimony from the relief from stay hearing to fix this value and declined to allow Seaward to revisit that issue at the hearings on January 5 and 7, 1993. Since both Seaward and B.F. Properties participated in that hearing, as well as some of the lien claimants, reliance on the prior testimony is appropriate. See In re Acequia, Inc., 787 F2d 1352, 1358-60 (9th Cir 1986) (judge was permitted in a confirmation hearing to consider evidence presented at a prior hearing on another subject in the chapter 11 proceeding).

In determining the amount of reasonable attorney fees to include as part of the secured claim, a bankruptcy judge should apply federal bankruptcy law, i.e. § 506(b) of the Bankruptcy Code, instead of Alaska law. Matter of 268, Ltd., 789 F2d 674, 675-77 (9th Cir 1986). In my findings in ¶ 3 of this memorandum, I have indicated that I will treat the fees as "reasonable."

To pay B.F. Properties' secured claim, Koval & Featherly holds $77,001.39 plus interest of about 3% earned on 30-day CDs from early       3 ABR 181  August, 1992. The interest is about $962.52, so I conclude B.F. Properties has $77,965 (rounded) as of January 5, 1992 plus per diem of $6.42 to pay $80,353.73. Although this is not to the penny, it is sufficiently close to show that the amount available from Lot 10 is less then the B.F. Properties claim.

     4.3.  Marshaling - The lien claimants and Seaward have asked, in the alternative to holding that they prime B.F. Properties, that the court apply the doctrine of marshaling and require B.F. Properties to first realize on its other collateral securing the Seaward promissory note. This other collateral is Seaward's 16½% interest in B.F. Properties itself.

At the hearing on January 7, 1993, I declined to adopt a marshaling approach in this case and forestalled the lien claimants from presenting a full case to show that there was potential value to the collateral. I did, however, receive enough evidence and argument to know that marshaling should not be applied under the situation involved in this case. This is an inappropriate case for applying the doctrine of marshaling.

In applying the doctrine of marshaling in bankruptcy court, the bankruptcy judge should apply the state law. In re Brazier Forest Products, Inc., 921 F2d 221, 223 (9th Cir 1990) and Victor Gruen Assoc., Inc. v Glass, 338 F2d 826, 829 (9th Cir 1964). None of the parties provided me any law from Alaska on the doctrine, and I did not come across any in my own research. Therefore, I will anticipate how the doctrine would be applied in Alaska.

In a case in which California law was applied, the court in Victor Gruen Assoc., Inc. v Glass at 829 stated:

Marshaling of assets is an equitable doctrine which comes into application where there are two or more creditors which seek satisfaction from one debtor and one of the creditors can reach two funds held by the debtor, whereas the other creditor can reach only one of the funds. Equity will, in such a case, require the creditor who can reach both funds, if it can be done without prejudice to him or inequity to third parties, to look first to the fund which cannot be reached by the other creditor. Meyer v. United States, 375 U.S. 233, 236-237, 84 S.Ct. 318, 11 L.Ed.2d 293.

The marshaling doctrine has been applied a number of times in various bankruptcy courts, but is generally subject to scholarly       3 ABR 182  criticism. See, Averch & Prostok, The Doctrine of Marshaling: an Anachronistic Concept Under the Bankruptcy Code, 22 UCCLJ 224, fn 1 and 14 (1990) (referred to as Doctrine of Marshaling below).

Suffice it to say, in this case there is a conflict over whether or not Seaward is entitled to any interest in B.F. Properties by virtue of the 16½% share. A Superior Court accounting action filed by Seaward is pending, but stayed by this bankruptcy.

Whether Seaward's interest in B.F. Properties has any value is the subject to a complicated accounting hearing. I determine that to require B.F. Properties to stand by while the lien claimants and/or Seaward explore the worth, if any, of the 16½% partnership interest would subject B.F. Properties to undue delay or the risk of loss during the wait. Therefore, marshaling should not be applied. Victor Gruen Assoc., Inc. v Glass at 830, and In re United Retail Corp., 33 BR 150, 153 (Bankr D Haw 1983).

Since the lien claimants brought this issue up so late in this proceeding which has been pending for about three months, and have not pre-filed any declaration testimony on the issue, I am disinclined to use my discretion to allow a marshaling argument. But, see, In re United Retail Corp., at 152 (indicating the marshaling argument can be raised although not initially pled).

The lien claimants alternatively request that, if I do not allow marshaling, that I at least assign whatever interest B.F. Properties had in the collateral to the lien claimants so that they can, in effect, substitute their lien claims against Lot 10 or the proceeds against Lot 10 or the proceeds from Lot 10 in which they do have a junior collateral interest with an interest in 16½% of B.F. Properties in which the lien claimants do not have a collateral interest. I decline to do this also. I agree with the authors of the Doctrine of Marshaling at 239-47 that, once a court begins adjusting commercial rights amongst parties, it is as likely to reach an inequitable as an equitable result. See, also, In re Center Wholesale, Inc. at 1451.

While there is a surface appeal to granting the lien claimants a "replacement lien" in Seaward's 16½% partnership share in B.F. Properties, it is also, just as equitable, to apply the priorities that exist in bankruptcy and require the lien claimants to share pro rata with other       3 ABR 183  unsecured creditors in any value deriving from the 16½%.

This is not a case for the doctrine of marshaling. It is a better case to apply the priorities set forth in the Bankruptcy Code to pay off claims.

IT IS ORDERED that the $77,000.39 proceeds held pursuant to court order by Koval & Featherly from the sale of Lot 10, Block 3, Wentworth Subdivision, Plat No. P-61, Anchorage Recording District, Alaska, plus accrued interest from the deposit of that fund in CDs, shall be paid over to B.F. Properties as payment on the $105,000 promissory note dated March 15, 1991 signed by Thomas Seward in favor of B.F. Properties and partially secured by Lot 10. In addition, B.F. Properties shall credit a payment on the note of $56,000.00 as if paid on September 5, 1992 in recognition of the value found by the court to have been received by B.F. Properties in the non-judicial foreclosure of Lots 11 and 12, Block 3, Wentworth Subdivision, Plat No. P=61, Anchorage Recording District, Alaska.

DATED: January 12, 1993

HERBERT A. ROSS
U.S. Bankruptcy Judge