1. INTRODUCTION- A hearing was held on October 2, 1997, on the trustee's Motion For Turnover of Winfree & Hompesch Files (Docket Entry 1361, filed August 11, 1997), and continued to October 28, 1997. The trustee seeks turnover of records identified in 5 ABR 86      Appendix A to this Memorandum Decision at page 14 from Winfree & Hompesch (W&H), a former firm of Alaska lawyers. These are records of RaeJean Bonham, Atlantic Pacific Funding Corporation (APFC), World Plus, Inc. (WPI), and the April Haskins Trust, some or all of which were represented by W&H.

It is no secret the W&H is a potential target for a law suit related to its representation of WPI, Bonham and/or APFC, all of whom appear to have perpetrated a massive securities fraud involving millions of dollars of loss to over 1,000 investors.

11 USC § 542(e) requires an attorney holding recorded information about a debtor's property or financial affairs to turn over or disclose the recorded information to the trustee, subject to any applicable privilege.

W&H (which has been succeeded by Winfree & Associates) has asserted on behalf of Ms. Bonham, APFC, and WPI, an attorney-client privilege and a work product privilege. The debtor, RaeJean Bonham, has also asserted the attorney-client privilege. The court has treated this as a discovery matter in which various privileges have been claimed, to be generally resolved under the rules of evidence and FRCP 26(b)(3).

The trustee has indicated that he waives the privilege for WPI and APFC, and that there are exceptions to the privileges with respect to RaeJean Bonham and the April Haskins Trust.

I conclude that, even if W&H's only client was RaeJean Bonham, the crime-fraud exception to the attorney-client privilege waives the privilege with respect to the representation which involved WPI and APFC.

W&H may independently claim a work product privilege, even if Ms. Bonham cannot because of the crime-fraud exception. The work product privilege will only protect 5 ABR 87      "opinion work product" as opposed to "fact work product" in the present case in which a massive securities fraud appears to have been perpetuated by Ms. Bonham.

I have identified 4 documents relating to WPI and APFC which should be protected by the opinion work product privilege, and will require the rest to be made available to the trustee for inspection and copying.

On the other hand, the claim of privilege with respect to the April Haskins Trust documents has not been overcome, and those documents need not be turned over. Nor need W&H turnover its malpractice insurance policies.

     2. BACKGROUND- An involuntary petition was filed against RaeJean Bonham in December 1995. Ms. Bonham had operated a ticket sales business using frequent flyer mileage to acquire tickets from airlines. This business was in large part a front for an investment business operated as a Ponzi scheme in which Ms. Bonham solicited investments in the tens of millions of dollars from 1992 through 1996, in the name of WPI and APFC.

APFC and WPI were disenfranchised by their respective states of incorporation, Nevada and Alaska, sometime in 1995, before the involuntary bankruptcy petition was filed.

Larry Compton, the trustee, is a certified public accountant and experienced panel bankruptcy trustee. As such, he has developed some expertise in forensic accounting and, in this case, has done extensive accounting investigation of the background of WPI, APFC, and RaeJean Bonham with respect to her ticket sales business and investment contract business.

In the course of the investigation, Mr. Compton uncovered the fact that the Alaska Division of Banking and Securities, and a counterpart state agency in Idaho, investigated Ms. Bonham for possible securities violations. In an oversimplified version of the facts, she represented to the State of Alaska that she was only operating a intrastate investment business 5 ABR 88      limited in number and amount to Alaska residents.

The State of Idaho began an investigation regarding the sale of unregistered securities. A consent decree was worked out in which Ms. Bonham consented to a fine and agreed to not sell any further Idaho securities.

In each of the securities matters, RaeJean Bonham was represented by W&H. W&H helped her negotiate with the State of Alaska and, after the negotiations, assisted her in making periodic reports to the Division of Banking and Securities. In addition, W&H acted as go-between with Idaho counsel to negotiate a consent decree with the Idaho Securities authorities. In the course of the representation, W&H conferred with Ms. Bonham and kept a file of documents including correspondence, some legal research, internal memoranda, notations of phone calls, etc. In responsing to the Motion For Turnover, W&H is being represented by Clapp, Peterson & Stowers, apparently on behalf of W&H's professional errors and omissions insurance carrier. Clapp, Peterson & Stowers, on behalf of W&H, claimed an attorney-client for Ms. Bonham and a work product privilege for W&H. W&H indicated it would claim the attorney-client privilege for Ms. Bonham unless she herself waived it. She did not waive, and asserted the privilege herself.

In pre-hearing discussions held on September 9 and September 15, the court and the parties determined that this motion should be treated as if it involved a subpoena for turnover of documents, and W&H agreed to prepare a privilege log pursuant to FRCP 45(d)(2).

In ¶ 4.1 of a pre-hearing Order Establishing Procedure And Setting Hearing on Trustee's Motion For Turnover of Documents by Winfree & Hompesch dated September 19, 1997 (Docket Entry 1393), I directed:

W&H shall produce a privilege log of all documents it alleges are privileged in accordance with FRCP 45(d)(2) by Friday, September 26, 1997. The 5 ABR 89      contents of the privilege log shall be governed by Burns v Image Films Entertainment, Inc., 164 FRD 589, 594 (WDNY 1996), which held:

To properly demonstrate that privilege exists, privilege log should contain brief description or summary of contents of document, date document was prepared, person or persons who prepared document, person to whom document was directed, or for whom document was prepared, purpose in preparing document, privilege or privileges asserted with respect to document, and how each element of privilege is met as to that document; summary should be specific enough to permit court or opposing counsel to determine whether privilege asserted applies to that document. [ citations omitted]

In ¶ 5 of the pre-hearing order, I also ruled that the threshold showing necessary to allow the court to perform an in camera inspection of the documents claimed as privileged had been satisfied. United States v Zolin, 109 SCt 2619 (1989). Zolin held that the court may conduct an in camera review (id at 2627), but first must have some reasonable basis to do so. The court said at 2631:

Before engaging in in camera review to determine the applicability of the crime-fraud exception, "the judge should require a showing of a factual basis adequate to support a good faith belief by a reasonable person," Caldwell v. District Court, 644 P.2d 26, 33 (Colo.1982), that in camera review of the materials may reveal evidence to establish the claim that the crime-fraud exception applies.

There was an ample record even before the present proceeding that W&H had represented WPI with respect to inquiries from the Alaska Division of Banking and Securities, and advised the Division that WPI was a limited intrastate operation. WPI, in fact, conducted a large interstate operation, so I determined the threshold showing had already been made as a predicate to an in camera inspection by the court.

The original privilege log was prepared for three separate clients: RaeJean Bonham/World Plus, RaeJean Bonham for the Estate of Stanley Haskins, and RaeJean Bonham 5 ABR 90      regarding the April Haskins Trust. After reviewing the privilege log for the Bonham/World Plus documents and the documents themselves, I further ordered that it should be expanded. W&H was required to disclose, where a work product privilege was being claimed with respect to a document, whether the document contained "fact" or "opinion" or both.

W&H has produced the expanded privilege log (Docket Entry 1420, filed on October 14, 1997, under seal). I have reviewed all WPI and APFC documents claimed to be privileged in camera. After the review, I cannot conclude that W&H was in complicity with Ms. Bonham with respect to any fraud or the operation or promotion of a Ponzi scheme.

I find, however, that WPI and APFC were as much W&H's clients as Ms. Bonham was herself. Much of the work W&F did was for the direct benefit of WPI and APFC. The trustee has succeeded to whatever rights Ms. Bonham had in WPI and APFC as the sole shareholder of these entities, and is in effect in legal control of them and whatever rights they may have. The trustee specifically waived any privileges which WPI and APFC may assert to production of the documents requested.

3     . ISSUES- In the Order Establishing Procedure and Setting Hearing on Trustee's Motion for Turnover of Documents by Winfree & Hompesch, dated September 19, 1997 (Docket Entry 1393), in ¶ 1.4, I indicated the parties had identified the following issues:

(1) whether RaeJean Bonham, individually, was a client of W&H, separate and apart from her status as a corporate officer;

(2) whether the documents withheld from the trustee are "confidential communications" protected by the privilege; and

(3) whether, if a privilege does otherwise exist, the (a) crime-fraud or (b) joint client exceptions apply.

The issues also should have identified:

(4) whether there is a work product privilege with respect to any of these 5 ABR 91      documents; and,

(5) whether there is a joint defense attorney-client privilege, and whether there is a waiver of any joint defense privilege by virtue of multiple clients having become adverse.

4.      LEGAL ANALYSIS-

Except as otherwise required by the Constitution of the United States or provided by Act of Congress or in rules prescribed by the Supreme Court pursuant to statutory authority, the privilege of a witness, person, government, State, or political subdivision thereof shall be governed by the principles of the common law as they may be interpreted by the courts of the United States in the light of reason and experience. However, in civil actions and proceedings, with respect to an element of a claim or defense as to which State law supplies the rule of decision, the privilege of a witness, person, government, State, or political subdivision thereof shall be determined in accordance with State law.

At one of the earlier hearings, I raised the possibility that, even though this matter arises in a federal court, the court should look to the state law which is found in Alaska Rules of Evidence 503(d)(1). The trustee argues this matter should be determined by reference to federal law, but did cite various Alaska cases indicating the result regarding the crime-fraud issue would be the same under either law. See, e.g., Central Constr. Co. v. Home Indem. Co., 794 P2d 595 (AK 1990); Munn v. Bristol Bay Housing Authority, 777 P2d 188 (AK 1989).

Both the federal and state evidence rules are similar in that they contain, by case law in FRE 501 and explicit wording in ARE 503(d)(1), a crime-fraud exception. The crime-fraud exception will be discussed in more detail in Section 4.3 of this memorandum.

In bankruptcy, a trustee for a corporate debtor may waive the attorney-client privilege which belonged to corporate management pre-petition. Commodity Futures Trading Comm. v Weintraub, 105 SCt 1986, 1991-94 (1985). In the context of the present case, the 5 ABR 92      trustee of Ms. Bonham's personal bankruptcy estate became, in effect, "the management" of WPI and APFC with a similar right to waive the privilege on behalf of those entities. Because the attorney-client privilege falls to the crime-fraud exception in any event, as discussed in Section 4.3 of this memorandum, it is not necessary to dwell on the scope of the trustee's powers to waive WPI's attorney-client privilege.

Nor is it necessary to discuss in depth several other nuances of the attorney-client privilege. One is that the privilege cannot be waived by one client over the objection of another when the attorney was engaged in a joint defense. See, e.g., In re Mortgage Realty & Trust, 212 BR 649 (Bankr CD Cal 1997). The other is an exception to the joint defense concept; when the joint clients are in a dispute about the matters involved in the joint defense, one client cannot prevent the other from waiving the privilege. See, e.g., Security Investors Protection Corp. v Stratton Oakmont, Inc., ____ BR ____, 1997 WL 609397 (Bankr SDNY 1997).

4.2.      The Work Product Privilege in General- The "work product rule" is distinct from the attorney-client privilege. The court in Holmgren v. State Farm Mutual Auto Insurance Co., 976 F2d 573, 577 (9th Cir 1992):

The work product doctrine was first articulated by the Supreme Court in Hickman v. Taylor, 329 U.S. 495, 67 S.Ct. 385, 91 L.Ed. 451 (1947). Fed.R.Civ.P.Rule 26(b)(3), which substantially codifies the Hickman decision, provides:

[ A] party may obtain discovery of documents and tangible things otherwise discoverable under subdivision (b)(1) of this rule and prepared in anticipation of litigation or for trial by or for another party or by or for that other party's representative (including the other party's attorney, consultant, surety, indemnitor, insurer, or agent) only upon a showing that the party seeking discovery has substantial need of the materials in the preparation of the party's case and that the party is unable without undue hardship to obtain the substantial equivalent of the materials by other means. In ordering discovery of such materials when the required showing has been made, the court shall protect against disclosure of the 5 ABR 93      mental impressions, conclusions, opinions, or legal theories of an attorney or other representative of a party concerning the litigation.

The primary purpose of the work product rule is to "prevent exploitation of a party's efforts in preparing for litigation." Admiral Ins. Co. v. United States District Court, 881 F.2d 1486, 1494 (9th Cir.1989). Like the discovery process that it limits, the work product doctrine encourages efficient development of facts and issues.

The work product privilege is determined by application of FRCivP 26(b)(3) which provides in part:

(3) Trial Preparation: Materials. Subject to the provisions of subdivision (b)(4) of this rule, a party may obtain discovery of documents and tangible things otherwise discoverable under subdivision (b)(1) of this rule and prepared in anticipation of litigation or for the trial by or for another party or by or for that other party's representative (including the other party's attorney, consultant, surety, indemnitor, insurer, or agent) only upon a showing that the party seeking discovery has substantial need of the materials in the preparation of the party's case and that the party is unable without undue hardship to obtain the substantial equivalent of the materials by other means. In ordering discovery of such materials when the required showing has been made, the court shall protect against disclosure of the mental impressions, conclusions, opinions, or legal theories of an attorney or other representative of a party concerning the litigation.

In order to come within the qualified immunity from discovery created by Rule 26(b)(3) three tests must be satisfied. The material must be:

1. "documents and tangible things;"
2. "prepared in anticipation of litigation or for trial;" and
3. "by or for another party or by or for that other party's representative."

4.3.      Crime-Fraud Exception to the Fact Work Product and Attorney-Client Privileges- The attorney-client and the work product privileges are subject to an exception known as the "crime-fraud exception." In re National Mortgage Equity Corp. 116 FRD 297, 301-02 5 ABR 94      (ND Cal 1996).

The crime-fraud exception is discussed in an annotation, Anno: Fraud Exception to Work Product Privilege in Federal Courts, 64 ALR Fed 470 (1983). The annotation, at § 2 [ a] indicates:

The work product privilege, which was initially formulated by the Supreme Court in Hickman v Taylor (1947) 329 US 495, 91 L Ed 451, 67 S Ct 385, 34 Ohio Ops 395, and which is now codified in Rule 26(b)(3) of the Federal Rules of Civil Procedure, provides that when a court orders discovery of documents and tangible things prepared in anticipation of litigation or for trial by or for another party, the court is required to protect against disclosure of the mental impressions, conclusions, opinions, or legal theories of an attorney or other representative of the party concerning the litigation. However, a "fraud exception" to the work product privilege has been recognized in a number of cases, with the result being that an attorney's mental impressions, conclusions, opinions, or legal theories may not be protected from disclosure. As a result, if there is evidence indicating that the attorney or client was involved in fraudulent or criminal activity during such consultation, the materials prepared by the attorney may be discoverable.

Given the apparent Ponzi scheme which was run by Ms. Bonham and the security fraud implicit in her investment operations, the attorney-client privilege and the work product privilege as it relates to "facts" as opposed to "opinions" has been waived. In re National Mortgage Equity Corp., at 301.

4.4.     Opinion Work Product- An "innocent attorney" may be able to defend his or her own assertion of the qualified privilege as it relates to opinion work product, even where the tainted client may not. In re National Mortgage Equity Corp. at 301-02; In re Grand Jury Proceedings, John Doe, 867 F2d 539, 541 (9^th Cir 1988).

It is an easy call to say that RaeJean Bonham may not claim either the attorney-client or the work product privilege due to the crime-fraud exception. Her promotion of the Ponzi scheme by offering unregistered securities, after hiding the scope of her operations from the 5 ABR 95      Alaska Division of Banking and Securities, allows such a ruling. It follows that the "fact work product" privilege is also waived.

It is not quite as easy to determine what is "fact" and what is "opinion" work product. The court in In re Antitrust Grand Jury, 805 F2d 155, 163-64 (6^th Cir 1986) identified the difference between fact and opinion work product, and their relation to the crime-fraud issue:

Some courts interpreting Hickman have defined two types of work product. Ordinary fact or "unprivileged fact" work product, as referred to in Hickman, is written or oral information transmitted to the attorney and recorded as conveyed by the client. In re Sealed Case, 676 F.2d 793, 811 (D.C.Cir.1982); In re Doe, 662 F.2d 1073, 1077 (4th Cir.1981), cert. denied, 455 U.S. 1000, 102 S.Ct. 1632, 71 L.Ed.2d 867 (1982); In re Special September 1978 Grand Jury, 640 F.2d at 63. The presumption in favor of nondisclosure is shifted with respect to fact work product. When there has been an ongoing client crime or fraud, any privilege to fact work product is waived and the "scale tips in favor of disclosure." 640 F.2d at 63.

Opinion work product is any material reflecting the attorney's mental impressions, opinions, conclusions, judgments or legal theories. Hickman, 329 U.S. at 511, 67 S.Ct. at 393; Upjohn, 449 U.S. at 399, 101 S.Ct. at 687; In re Special September 1978 Grand Jury, 640 F.2d at 63; In re Sealed Case, 676 F.2d at 809-10. The Court in Hickman observed that " [ n]ot even the most liberal of discovery theories can justify unwarranted inquiries into the files and the mental impressions of an attorney." 329 U.S. at 510, 67 S.Ct. at 393. One court has interpreted Hickman as giving opinion work product nearly absolute immunity. In re Murphy, 560 F.2d at 336. But even this privilege can be waived by a client when the attorney was consulted in furtherance of a crime or fraud. In re Sealed Case, 676 F.2d at 812. However, since this privilege is jointly shared, an unknowing attorney may successfully assert the privilege even in the face of a client's fraud or crime. Id. Indeed, there may be rare occasions when the attorney knowingly participates in a guilty client's ongoing fraud or crime. In those rare instances, none of the public policies advanced in support of the privilege would be served if an attorney who committed a crime or fraud could shield himself from prosecution or litigation because he asserted the work product doctrine. See In re Doe, 662 F.2d at 1078. Therefore, to speak of the work product doctrine as an absolute privilege enjoyed by either the attorney or the client is wrong.

Having this in mind, I reviewed all the listed documents in the privilege log in 5 ABR 96      camera. Most of them I found were either subject to the fact work product privilege or the attorney-client privilege. These privileges are waived under the crime-fraud exception in this matter.

Focusing on the smaller group in which an opinion work product privilege was claimed, I prepared an abbreviated version of W&H's privilege log which is appended as Appendix B at pages 15-17 of this memorandum. Of the documents claimed to contain the opinions or thoughts of W&H, I determined that some did not relate to a pending or threatened litigation, but only concerned W&H's ongoing reporting to the Alaska Division of Securities. These were thus not protected by the work product doctrine. Others were notes on phone conversations, not with Ms. Bonham, but with, for example, various state securities officers, such as Ed Watkins or Larry Carroll. Had these notes expressed any opinions, I would have excluded them from production.

I have determined that a few documents should not be produced based on the fact that they either reflect the legal research and observations of W&H about securities issues (pages 145-148, 149-153), or were notes about interviews with Ms. Bonham (pages 161-162, 170-173). Although the notes of the conferences with Ms. Bonham did not seem to contain any "smoking guns," the Supreme Court said in Upjohn Co. v US, 101 SCt 677, 687-88 (1981) " [ f]orcing an attorney to disclose note and memoranda of witnesses' oral statements is particularly disfavored because it tends to reveal the attorney's mental processes . . . (citations omitted)."

5.      CONCLUSION- A separate order will be entered requiring W&H to permit the trustee to inspect and copy all the documents requested except:

• those shown in the Expanded Privilege Log of Bonham/World Plus (Regarding Work Product Privilege) [ Docket Entry 1420, filed October 5 ABR 97      14, 1997] at pages 145-148, 149-153, 161-162, and 170-173;

• W&H's professional insurance policies; and,

• documents regarding the April Haskins Trust.

The order will require the trustee to keep the information obtained from these files confidential and not disclose it to anyone except his attorneys and other professionals assisting the trustee, who will also be required to keep the information confidential, except where the trustee has also independently obtained the information from another source. The trustee shall not disclose the information to creditors, BRA defendants, or government officials (such as prosecutors or the SEC) without a further court order.

W&H's request for an extension of up to 30 days to file an appeal was denied at the hearing.

All of W&H's files relating to the property or financial affairs of RaeJean Bonham, Atlantic Pacific Funding Corporation ("APFC"), World Plus, Inc. ("WPI"), or the April Haskins Trust, including but not limited to the following documents:

(a) W&H's client files with respect to WPI, Bonham, APFC, April Haskins Trust, or their Affiliates (the term affiliates in this order having the same meaning as set forth at 11 U.S.C. § 101(2));

(b) W&H billing files with respect to the clients or files encompassed by item (a) above;

(c) Any other W&H files maintained with respect to WPI, Bonham, APFC, April Haskins Trust, or their Affiliates (for example, investor/creditor inquiries; state or federal regulatory agency inquiries);

(d) Copies of all documents to or from: (i) W&H on the one hand, and (ii) any state or federal regulatory agency, on the other hand, that relate to Bonham, WPI, APFC, April Haskins Trust, or their Affiliates;

(e) Copies of all documents to or from: (i) W&H on the one hand, or (ii) any person claiming to be an investor in WP, Bonham, APFC, or their Affiliates, on the other hand;

(f) Copies of: (i) W&H's professional insurance policies from 1993 to date, (ii) W&H's applications for such insurance, and (iii) correspondence to or from W&H or their agents relating to the scope of coverage provided by such insurance; and,

(g) Copies of all trust account ledgers, trust account files, trust account checks, or other trust account debit or credit information relating to WPI, Bonham, APFC, April Haskins Trust, or its affiliates.

    APPENDIX B - OPINION WORK PRODUCT PRIVILEGE LOG

EXPANDED PRIVILEGE LOG OF BONHAM/WORLD PLUS (Regarding Work Product Privilege)

Excised by Court to Reflect Only Items Showing "Opinion" Work Product Claims;

Shaded Rows are Those Which Court Finds Protected by Opinion Work Product

         

Page #	Document Type	Date	Author	Recipient	Carbon Copy	Privilege
4-27	Legal research documents re securities					Atty/Client & Opinion Work/Prod
38-48	Legal research documents re securities registration and exemption					Atty/Client & Opinion Work/Prod
136	Handwritten notes re telephone call with Ed Watkins	12/2/92				Atty/Client & Opinion Work/Prod
137	Handwritten notes re telephone call with John Rosie	2/12/93				Atty/Client & Opinion Work/Prod
142	World Plus contract (annotated)					Atty/Client & Opinion Work/Prod
143	Handwritten notes re Raejean Bonham.	2/22/94				Atty/Client & Opinion Work/Prod
145-148	Handwritten notes re meeting with Raejean Bonham re investors	3/9/94				Atty/Client & Both Fact & Opinion Work/Prod
149-153	Handwritten notes re investors and APFC	3/10/94				Atty/Client & Both Fact & Opinion Work/Prod
154	Handwritten notes re telephone call with Ed Watkins and telephone call with Raejean Bonham.	3/25/94				Atty/Client & Both Fact & Opinion Work/Prod
155	Memo	4/26/94	Richard Hompesch	CV		Atty/Client & Opinion Work/Prod
159	Memo re notice of exempt offering	5/16/94	Richard Hompesch	CV		Atty/Client & Opinion Work/Prod
161-162	Memo to file re Alaska Securities exemption	5/23/94				Atty/Client & Opinion Work/Prod
163-169	Legal research re securities exemption					Atty/Client & Opinion Work/Prod
170-173 5 ABR 100	Handwritten research notes					Atty/Client & Opinion Work/Prod
174	Memo re sale of contracts	5/31/94	Richard Hompesch	CV		Atty/Client & Opinion Work/Prod
175-176	Handwritten notes re telephone call with L. Carroll re securities exemption	6/6/94				Atty/Client & Both Fact & Opinion Work/Prod
181	Memo re notice of exemption and sale reports	8/26/94	Richard Hompesch	CV		Atty/Client & Both Fact & Opinion Work/Prod
182	Memo re notice of exemption and sale reports	12/2/94	Richard Hompesch	CV		Atty/Client & Both Fact & Opinion Work/Prod
183	Memo re notice of exemption and sale reports	12/3/94	Richard Hompesch	CV		Atty/Client & Both Fact & Opinion Work/Prod
185	Memo re notice of exemption and sale reports	12/8/94	Richard Hompesch	CV		Atty/Client & Both Fact & Opinion Work/Prod
187	Memo re notice of exemption and sale reports	2/1/95	Richard Hompesch	CV		Atty/Client & Both Fact & Opinion Work/Prod
188	Memo re notice of exemption and sale reports	3/7/95	Richard Hompesch	CV		Atty/Client & Both Fact & Opinion Work/Prod
189	Memo re notice of exemption and sale reports	5/25/95	Richard Hompesch	SE		Atty/Client & Opinion Work/Prod
190	Letter (unsigned) re World Plus, Inc. notice of exempt offering	5/25/95	Susan Evans	Raejean Bonham		Atty/Client & Both Fact & Opinion Work/Prod
191	Memo re notice of exemption and sale reports	6/14/95	Richard Hompesch	CV		Atty/Client & Both Fact & Opinion Work/Prod
196	Handwritten notes re sale of contracts	8/3/95	Richard Hompesch			Atty/Client & Opinion Work/Prod
197	Memo re World Plus, Inc. notice of exempt offering	8/3/95	Rebecca Burns	CV		Atty/Client & Both Fact & Opinion Work/Prod
198	Copy of calendar entry and notes re notice of exemption	9/8/95				Atty/Client & Both Fact & Opinion Work/Prod
199	Memo re Bonham and World Plus, Inc. representation	12/5/95	Richard Hompesch	CV, BC	`	Atty/Client & Both Fact & Opinion Work/Prod
203-204 5 ABR 101	Billing statement	9/20/92		Raejean Bonham		Atty/Client & Both Fact & Opinion Work/Prod
207	Billing statement	12/20/92		Raejean Bonham		Atty/Client & Both Fact & Opinion Work/Prod
209-	Billing statement	2/20/93		Raejean Bonham		Atty/Client & Both Fact
211-212	Billing statement	3/20/93		Raejean Bonham		Atty/Client & Both Fact & Opinion Work/Prod
213-214	Billing statement	4/20/94		Raejean Bonham		Atty/Client & Both Fact & Opinion Work/Prod
219	Billing statement	7/20/94		Raejean Bonham		Atty/Client & Both Fact & Opinion Work/Prod
220	Billing statement	8/20/94		Raejean Bonham		Atty/Client & Both Fact & Opinion Work/Prod
229	Billing statement	8/20/95		Raejean Bonham		Atty/Client & Both Fact & Opinion Work/Prod
233	Billing statement	12/20/95		Raejean Bonham		Atty/Client & Both Fact & Opinion Work/Prod

Dated: October 28, 1997

HERBERT A. ROSS

U.S. Bankruptcy Judge