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No. 00-683 

IN THE SUPREME COURT OF THE STATE OF MONTANA 

2001 MT 235 

DANIELS-SHERIDAN FEDERAL CREDIT UNION, 

Plaintiff, Respondent and Cross-Appellant,

v. .

LELAND BELLANGER a/k/a LELAND H. BELLANGER, BOBBI JO 

HACKMAN f/k/a BOBBI JO BELLANGER, and LARRIE SMITH, 

Defendants and Respondents.

_________________________________________________

ALFRED BELLANGER, 

Applicant and Appellant,

v. 

JAMES P. KRAMER, SHERIFF OF DANIELS COUNTY, 

STATE OF MONTANA, 

Respondent and Respondent.

APPEAL FROM: District Court of the Fifteenth Judicial District, 

In and for the County of Daniels,

The Honorable David Cybulski, Judge presiding.

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COUNSEL OF RECORD:

For Appellant:

Dirk Larsen; Larsen Law Firm, Great Falls, Montana (for Alfred

Bellanger)

For Respondents:

Fred E. Whisenand (argued); Crowley, Haughey, Hanson, Toole & Dietrich,

Williston, North Dakota (for Larrie Smith)

Shane P. Coleman (argued), Charles W. Hingle; Dorsey & Whitney, Billings, Montana (for DanielsSheridan Federal Credit Union)

Heard: May 31, 2001 

Submitted: June 5, 2001

Decided: November 30, 2001

Filed:

__________________________________________

Clerk

Chief Justice Karla M. Gray delivered the Opinion of the Court.

¶1 Daniels-Sheridan Federal Credit Union initiated this action to enforce promissory notes pursuant to 

the Uniform Commercial Code (UCC). The case subsequently broadened to encompass disputes over 

proceeds of the sale of cattle seized from Leland Bellanger. The Fifteenth Judicial District Court, 

Daniels County, ultimately entered judgment in the Credit Union's favor against Leland Bellanger and 

his former spouse, now known as Bobbi Joe Hackman, who had executed the promissory notes. The 

court also adjudicated the priority of security interests asserted by the Credit Union and Larrie Smith to 

cattle sale proceeds on deposit with the Daniels County Clerk of Court, and concluded Alfred Bellanger 

is not entitled to any of the cattle sale proceeds. Alfred Bellanger appeals and the Credit Union crossappeals. We affirm on the direct appeal and reverse on the cross-appeal.

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¶2 We address the following restated issues:

¶3 1. Did the District Court err in ruling Alfred Bellanger had no agister's lien or other 

interest in the cattle? 

¶4 2. Did the District Court err in awarding the Credit Union $25,000 in attorney fees and 

costs?

¶5 3. Did the District Court err in equitably subordinating the Credit Union's prior, 

perfected security interest in Leland Bellanger's cattle to Larrie Smith's security interest in 

some of the cattle? 

BACKGROUND 

¶6 In the late 1980s, Leland Bellanger began running cattle on Daniels County property 

owned by his father, Alfred Bellanger. Leland obtained loans from the Credit Union to 

finance his ranching operation. The loans at issue are evidenced by promissory notes 

executed by Leland in 1993, 1994, and 1995. Bobbi Jo signed two of the 1994 notes 

jointly with Leland. The promissory notes secured the loans, in pertinent part, with "ALL 

CATTLE OWNED OR ACQUIRED, INCLUDING INCREASE, BRANDED OR 

UNBRANDED, INCLUDING PROCEEDS AND PRODUCTS THEREOF[.]" Upon 

execution of each note, the Credit Union filed UCC financing statements and continuation 

financing statements containing the "owned or acquired" provision with the Montana 

Secretary of State.

¶7 The Credit Union brought this action in 1999, after Leland and Bobbi Jo defaulted on 

the loans. It sought a $33,631 judgment against Leland and a $22,882.59 judgment against 

Leland and Bobbi Jo jointly, together with interest as specified in the promissory notes. 

The complaint also named Larrie Smith, owner and manager of Sitting Bull Auction 

where Leland customarily sold his cattle, as a defendant. The Credit Union alleged Smith 

had an inferior security interest in some of Leland's cattle which Smith had sold to Leland 

and financed in 1997 and 1998.

¶8 Smith counterclaimed, alleging Leland had obtained only a leasehold interest in Smith's 

cattle and that Smith had retained ownership of those animals. As a result, Smith 

contended the value of those cattle was not subject to the Credit Union's security interest. 

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¶9 Alfred requested leave to intervene, claiming an agister's lien on Leland's cattle for 

having kept them on his land. After the District Court denied Alfred's request, he applied 

for a writ of mandamus to require the Daniels County Sheriff to enforce his agister's lien. 

Alfred's action was "incorporated with" the Credit Union's action. 

¶10 All parties to both actions stipulated to the Daniels County Sheriff seizing all cattle in 

Leland's possession and delivering them to Glasgow Stockyards, Inc. Under the courtapproved stipulation, the cattle would be inspected and separated by brand and sold, with 

the net proceeds delivered to the Daniels County Clerk of Court.

¶11 Net proceeds in the amount of $79,012.27 subsequently were deposited with the Clerk 

of Court from the sale of the cattle. The Credit Union, Alfred, and Smith then filed claims 

for payment. 

¶12 The District Court held a bench trial and entered Findings of Fact, Conclusions of 

Law, and Judgment. It ordered the Clerk of Court to pay the Credit Union $45,467.94, 

significantly less than Leland and Bobbi Jo's total indebtedness on the promissory notes, 

and Smith $33,544.33, of the deposited proceeds. The court granted the Credit Union 

judgments of $73,951.50--including attorney fees--against Leland, plus interest, and 

against Bobbi Jo and Leland jointly in the amount of $3,137.37, plus interest. Finally, the 

District Court foreclosed Leland and Alfred of all interest to the cattle sale proceeds. 

DISCUSSION 

¶13 1. Did the District Court err in ruling Alfred Bellanger had no agister's lien or other 

interest in the cattle? 

¶14 On appeal, Alfred asserts that he holds an agister's lien on all cattle pastured on his 

land on and after October 7, 1997. He also asserts entitlement to an equitable lien on the 

cattle under an implied contract with the Credit Union.

¶15 An agister's lien is created when there is "an express or implied contract for keeping, 

feeding, herding, pasturing, or ranching stock." See § 71-3-1201(1), MCA. The person to 

whom stock is entrusted "has a lien upon the stock for the amount due for keeping, 

feeding, herding, pasturing, or ranching the stock and may retain possession of the stock 

until the sum due is paid." Section 71-3-1201(1), MCA. 

¶16 Alfred testified at trial that he lived in Great Falls, Montana, over 300 miles from his 

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Daniels County property. Alfred testified further that Leland ran cattle on the land rentfree, in exchange for looking after Alfred's cattle. On that basis, the District Court found 

Alfred never had custody or control over the cattle for pasture, hay or care. The court also 

found, based on Leland's testimony, that Leland admitted Alfred filed the agister's lien to 

hinder Bobbi Jo's efforts to collect on a judgment against Leland. The court found Leland 

and Alfred "did not enter into any express or implied contract or agreement for the care of 

the cattle on any form of a 'for hire' basis, the cattle feed, etc[.,] was part of a 

compensation plan between father and son." Based on the record and the District Court's 

unchallenged findings, we conclude that Alfred lacked both possessory and contractual 

bases for a valid agister's lien.

¶17 Alfred contends on appeal that his agister's lien commenced via an implied contract 

on August 10, 1999, when the Credit Union obtained a preliminary injunction against the 

removal or sale of any cattle from his Daniels County property. He maintains that order 

imposed a duty on him to care for the cattle located on his property, citing §§ 27-1-222, 45-

8-211, and 70-6-206, MCA. 

¶18 Section 27-1-222, MCA, allows for exemplary damages for wrongful injuries to 

animals committed willfully or by gross negligence; § 45-8-211, MCA, provides penalties 

for failing to care for an animal within a person's custody; and § 70-6-206, MCA, applies 

to a "depositary"--a person given possession of personal property to keep for the benefit of 

another--of living animals. Given the court's finding that Alfred never had custody or 

control of the cattle, the statutory duties on which Alfred relies in support of his "implied 

contract" agister's lien are inapplicable. Nor has Alfred cited to any authority under which 

an agister's lien may be created in any manner other than pursuant to § 71-3-1201, MCA. 

¶19 We hold the District Court correctly concluded Alfred had no agister's lien or other 

interest in the cattle.

¶20 2. Did the District Court err in awarding the Credit Union $25,000 in attorney fees and 

costs?

¶21 The promissory notes provided that the Credit Union would be entitled to recover 

costs and attorney fees incurred to collect amounts due on the loans to Leland and Bobbi 

Jo. The District Court awarded the Credit Union $25,000 for its attorney fees and costs. 

Alfred contends the record does not support the reasonableness of the award. We decline 

to reach the merits of his contention, because we conclude Alfred does not have standing 

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to raise this issue. 

¶22 In order to have standing on appeal, a party must be able to show an interest in the 

subject matter of litigation which has been injuriously affected by the judgment or order. 

Matter of Dearborn Drainage Area (1988), 234 Mont. 331, 336, 766 P.2d 228, 231 

(citation omitted). Alfred was not a party to the Credit Union action. Instead, he asserted 

his claimed agister's lien via his application for a writ of mandamus brought against the 

Daniels County Sheriff. As discussed above, Alfred did not establish the agister's lien 

under § 71-3-1201, MCA, or any other interest in the proceeds from the cattle sale. Absent 

any interest in the proceeds, Alfred cannot show that such an interest was adversely 

affected by the amount of attorney fees awarded to the Credit Union. 

¶23 We conclude Alfred lacks standing to raise this issue and decline to address it further.

¶24 3. Did the District Court err in equitably subordinating the Credit Union's prior, 

perfected security interest in Leland Bellanger's cattle to Larrie Smith's security interest in 

some of the cattle?

¶25 At trial, the Credit Union urged its perfected security interest in all of Leland's cattle 

pursuant to its financing statements filed with the Montana Secretary of State. It argued 

Smith had only an unperfected purchase money security interest in proceeds from sale of 

the seized cattle because he had failed to properly perfect a security interest in Leland's 

cattle under the UCC. Smith, on the other hand, argued that he had leased--not sold--

certain of the seized cattle to Leland. As a result, according to Smith, those cattle were not 

subject to the Credit Union's security interest in Leland's cattle. Alternatively, Smith 

asserted he had preserved an equitable interest in those cattle.

¶26 In ruling on the sale/lease question, the District Court took a somewhat creative tack, 

stating that the Smith-Leland transaction "could be" characterized as a "semi leasepurchase." It went on to determine that Smith had an equitable interest in the cattle he 

provided to Leland. The court found the Credit Union knew or should have known of the 

arrangement between Leland and Smith from obvious deductions in checks Smith made 

out to Leland for previous sales of calves of those cows at Smith's auction house and from 

inspecting and seeing Smith's brand on the cattle. The court found it would be inequitable, 

and result in unjust enrichment, to allow the Credit Union to recover proceeds of the cattle 

delivered by Smith to Leland, noting that the Credit Union did not advance funds or suffer 

any detriment because of the Smith cattle. The Credit Union contends the District Court 

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erred in several respects. 

¶27 Article 9 of the UCC, codified in Montana at §§ 30-9-101 through -628, MCA (1999), 

applies to transactions, regardless of form, which are intended to create a security interest 

in personal property. See § 30-9-102, MCA (1999). It also establishes a hierarchy of 

priorities for such security interests. See Title 30, Chapter 9, Part 3, MCA (1999). 

Specifically, §§ 30-9-301 and -302, MCA (1999), provide generally that a financing 

statement is required to perfect all security interests and an unperfected security interest is 

subordinate to the rights of a person statutorily entitled to priority. Pursuant to § 30-1-103, 

MCA, principles of law and equity may supplement the UCC to the extent they are not 

displaced by provisions of the UCC. 

¶28 By filing its financing statements with the Montana Secretary of State, the Credit 

Union complied with the § 30-9-302, MCA (1999), requirements for perfecting its security 

interest in "all cattle owned or acquired" by Leland and Bobbi Jo. Montana recognizes the 

validity of after-acquired property clauses in security interests. See § 30-9-204, MCA 

(1999); Taylor Rental Corp. v. Ted Godwin Leasing, Inc. (1984), 209 Mont. 124, 135-36, 

681 P.2d 691, 697. The Credit Union's security interests in after-acquired cattle owned by 

Leland and Bobbi Jo have priority as of the 1993, 1994, and 1995 dates the financing 

statements were filed on the 1993, 1994, and 1995 promissory notes. See § 30-9-303, 

MCA (1999). In this regard, the District Court properly found that the Credit Union "is the 

only creditor (and party to this action) having a perfected security interest in the 

Defendants, Leland Bellanger and Bobbi Jo . . . Hackman's cattle, and the proceeds 

thereof."

¶29 As the Credit Union points out and the District Court found, Smith failed to perfect 

any security interest in the cattle in which he claims an interest by failing to file financing 

statements with the Montana Secretary of State. Smith did not file a § 30-9-302, MCA 

(1999), financing statement. Nor did he preserve a purchase money security interest--

which might have given him a priority over certain other creditors--by filing a financing 

statement pursuant to § 30-9-301, MCA (1999), within 20 days after Leland, the debtor, 

received possession of the cattle. 

¶30 As the Credit Union further points out, the District Court's "semi lease-purchase" 

characterization of the Smith-Leland transaction begs the threshold question under this 

issue. If the transactions were actually sales to Leland, then the Credit Union has a 

security interest in the cattle and the Credit Union's and Smith's respective interests must 

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be sorted out pursuant to the UCC. If, on the other hand, the transactions were true leases, 

then Smith owns the cattle and the Credit Union's security interest does not attach to them. 

See Taylor, 209 Mont. at 131-33, 681 P.2d at 695.

¶31 The 48-cow deal between Smith and Leland is memorialized by a November 22, 1997 

promissory note. In the note, Leland agreed to pay $29,680 to the order of Smith or his 

spouse "[f]or the sale of 48 cows," $100 per cow per year plus 12% interest per annum, 

with payments "to be made when the calves are sold." The note further provided "[c]ows 

are to be branded JLR.R. [Smith's brand] until the final payment is made. Then a Bill of 

Sale will be issued by the Seller."

¶32 Smith asserts this note did not fully document the agreement between him and Leland. 

He points out that the cattle in which he claims an interest were either branded with his 

brand or he had bills of sale for them.

¶33 In fact, the November 1998 and 1999 bills of sale introduced into evidence show that 

only 2 of the cows at issue had Smith's brand; the rest had third-party brands and, like the 

cattle with Smith's brand, were listed on the bills of sale with Smith and Leland as joint 

purchasers. Moreover, the District Court did not adopt Smith's proposed finding that 

Smith did not transfer ownership of the cattle to Leland. Instead, the court adopted Smith's 

equitable argument to disallow the Credit Union from recovering proceeds from the socalled Smith cattle under the UCC.

¶34 The District Court expressly found that, at the time of the transactions between Leland 

and Smith, Leland himself thought he was purchasing the cattle from Smith. Moreover, 

Leland's promissory note in Smith's favor clearly indicates a sale, not a lease, by the words 

"[f]or the sale of 48 cows." Smith has not persuasively rebutted that indication. 

¶35 In another line of argument that the Smith-Leland transactions were not sales, Smith 

compares the facts in the present case to those in Rohweder v. Aberdeen Production Credit 

Ass'n (8th Cir. 1985), 765 F.2d 109. There, the Eighth Circuit Court of Appeals vacated a 

summary judgment in favor of a secured creditor based on a factual question as to whether 

a bailment had been created. The case involved the relative rights to cattle of a creditor 

claiming a security interest under the UCC and a third party who had pastured and cared 

for the cattle. Rohweder, 765 F.2d at 111. The factual question was whether the "share 

agreement" pursuant to which the owner of the cattle delivered them to the third party was 

a bailment, in which case the creditor's security interest could not attach. Rohweder, 765 

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F.2d at 113. 

¶36 Smith argues that Leland's interest in the cattle was a bailment. Unlike Rohweder, 

however, the present case was not decided on summary judgment and no factual question 

exists on the bailment argument. After hearing the evidence, the District Court rejected 

Smith's proposed finding that a bailment had been created and Smith has not crossappealed on that decision. In any event, as noted above, the District Court analyzed 

whether Smith had established an equitable interest superior to the Credit Union's UCC 

priorities. In doing so, the District Court impliedly found a sale of the cattle from Smith to 

Leland, because the Credit Union would not have had a secured interest in those cattle 

unless they belonged to Leland. See Taylor, 209 Mont. at 131-33, 681 P.2d at 695. 

¶37 We conclude the Smith-Leland transactions were sales, not leases. As such, the 

hierarchy of priorities for security interests set forth in Article 9 of the UCC applies in the 

Credit Union's favor, absent some exception thereto.

¶38 The remaining question is the correctness of the District Court's conclusion that Smith 

has a $33,544.33 priority interest in the proceeds of the sale of the cattle in which he 

claims an interest under equitable principles. The Credit Union contends the District 

Court's conclusion--for which no case law was cited--is erroneous. 

¶39 We previously have addressed the subject of equitable principles and the UCC. In 

Rudio v. Yellowstone Merchandising Corp. (1982), 200 Mont. 537, 652 P.2d 1163, we 

refused to displace Article 9 priority rules with equitable principles except to the extent 

expressly provided in the UCC. There, secured creditors with an inferior security interest 

argued that a priority secured creditor had waived his security interest in proceeds of the 

liquidation sale of a business by giving implied consent to that sale. We held that whether 

the secured creditor waived his security interest had no bearing on his right to the proceeds 

of the sale as against competing creditors, because the UCC provides that waiver or 

implied consent to a sale only affects the secured creditor's priorities as against the 

purchaser. Rudio, 200 Mont. at 546-47, 652 P.2d at 1168. 

¶40 In Northwest Potato Sales, Inc. v. Beck (1984), 208 Mont. 310, 678 P.2d 1138, a 

potato dealer appealed a district court's dismissal of its breach of contract claim which was 

based on Charles Beck's failure to honor a contract to sell it seed potatoes. Beck asserted a 

statute of frauds defense on the basis he had never signed the written contract signed by 

the potato dealer and forwarded to him. The potato dealer raised estoppel as a bar to the 

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defense. We reversed, holding that Beck had both actively and passively led the potato 

dealer to believe the written contract would be honored and, as a result, Beck was 

estopped from asserting a statute of frauds defense to the contract action. In doing so, we 

rejected Beck's argument that estoppel cannot apply to a UCC statute of frauds transaction, 

noting that § 30-1-103, MCA, expressly mentions estoppel as one of the general principles 

of law that supplements the UCC, absent an express displacement of the principle 

elsewhere. We ultimately determined that no provision of the UCC precludes application 

of estoppel to defeat a statute of frauds defense. Northwest, 208 Mont. at 315-16, 678 P.2d 

at 1141. 

¶41 Smith attempts to apply our recognition in Northwest that equitable remedies can 

supplement the UCC to the present case, but Northwest is readily distinguishable. 

Northwest did not address the priority of secured interests and, indeed, did not relate to 

secured interests in any way. Moreover, unlike in Northwest, the equitable principle of 

unjust enrichment urged by Smith--and adopted by the District Court--is not mentioned in 

the UCC as one of the general principles of law which can supplement the UCC's specific 

hierarchy of priorities for security interests at issue here. 

¶42 Smith also advances Ninth Dist. Production Credit Ass'n v. Ed Duggan, Inc. (Colo. 

1991), 821 P.2d 788, in support of the unjust enrichment theory embraced by the District 

Court. There, Ed Duggan, Inc., claimed entitlement to compensation for corn it had 

delivered to a failing cattle feedlot business. The issues concerned the relative rights of 

Duggan, an unsecured creditor of the feedlot business, and the local production credit 

association (PCA), a creditor with a security interest in the proceeds of the feedlot's 

accounts receivable. The Supreme Court of Colorado held that the doctrine of unjust 

enrichment could supplant UCC provisions and require the secured creditor to compensate 

an unsecured creditor to avoid being unjustly enriched. Duggan, 821 P.2d at 793-94. The 

court held, moreover, that the evidence which had been presented could support a jury 

finding of unjust enrichment to the PCA: the PCA permitted the continued operation of the 

feedlot in anticipation of closing a sale rather than liquidating the business; the PCA was 

the source of all operational funds for the feedlot, controlled payment of all of its 

obligations, and received the proceeds of all its accounts receivable; the PCA was 

informed every time corn was ordered from Duggan and never objected to any purchase; 

and Duggan continued to deliver corn to the feedlot under these circumstances. Duggan, 

821 P.2d at 798. 

¶43 Smith acknowledges that, even for the Duggan court, mere acquiescence is not 

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sufficient to justify the application of unjust enrichment principles unless the equitable 

claimant's acts were essential to the actual preservation of the secured collateral. See 

Duggan, 821 P.2d at 797 n.17. The Duggan court limited its holding by stating "[a] 

secured creditor can protect itself from unjust enrichment claims by remaining uninvolved 

or by informing the proper parties of its intent not to pay for debts incurred in maintaining, 

enhancing, or making additions to secured collateral." Duggan, 821 P.2d at 798. 

¶44 Here, the record supports a determination that the Credit Union remained uninvolved 

in the Smith-Leland transaction. There was no evidence that the Credit Union encouraged 

Smith to sell Leland cattle on credit, and the District Court found that Smith never 

contacted the Credit Union to inform it of his arrangement with Leland nor requested from 

the Credit Union a waiver or release of its security interest in Leland's and Bobbi Jo's 

cattle. At most, the record indicates the Credit Union was aware of, and acquiesced in, the 

Smith financing only after it occurred, when Smith deducted payments to himself from the 

Credit Union's checks for sales of calves from the cattle he provided to Leland. Even 

under Duggan, 821 P.2d at 798, mere after-the-fact acquiescence is not sufficient to upset 

UCC priorities. Furthermore, the Credit Union's perfected security interest expressly 

included after-acquired cattle such as those sold by Smith to Leland. Thus, assuming 

arguendo that Duggan's unjust enrichment approach has validity, that case is factually 

distinguishable from the case presently before us. 

¶45 Moreover, Duggan has "been subjected to critical comment, some of which is 

unusually hostile." Knox v. Phoenix Leasing, Inc. (Cal. Ct. App. 1994), 35 Cal.Rptr.2d 

141, 146 (citations omitted). Specifically, Duggan has been criticized for its willingness to 

allow restitution claims to disrupt the UCC's priority system for secured creditors. 

The reasons supporting the primacy of the Article 9 scheme are unquestionably 

weighty. Article 9 has been in place for more than three decades. Its requirements 

are by now familiar and integrated into commercial practice. The corresponding 

benefit is the stability that is essential to a healthy business climate. Compliance 

with the obligations of article 9 should have a positive consequence. 

A secured creditor which has complied with all relevant code requirements to 

perfect its security interest, should therefore start with something like a presumption 

in its favor. The whole point of article 9 is to establish a comprehensive scheme 

affording maximum protection to the secured creditor who has followed its 

provisions.

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Knox, 35 Cal.Rptr.2d at 146. 

¶46 In Knox, Phoenix Leasing financed a business known as Domaine Laurier Winery and 

obtained a UCC security interest in Domaine's property. When the business failed, 

Phoenix acquired defaulted debtor Domaine's property, including French-made wine 

barrels which Knox had sold to Domaine. Knox had not been paid in full for the wine 

barrels and sought restitution from Phoenix for their value. Reversing the trial court, 

California's First District Court of Appeals held that Phoenix was not liable to pay Knox 

for the barrels.

The trial court's conclusion has an undeniable common sense allure--Knox provided 

barrels; Phoenix ended up with the barrels; Phoenix should therefore pay Knox for 

their value. Ordinarily this would be sound reasoning supporting an equitable result. 

Article 9, however, compels a different conclusion. Phoenix complied with statutory 

provisions intended to immunize secured creditors from such claims in all but the 

rarest of cases. As this is not that sort of case, the equitable impulse for restitution 

must yield to the Legislature's command. 

Knox, 35 Cal.Rptr.2d at 149 (citations omitted). The California Court of Appeals did not 

define the "rarest of cases" in which unjust enrichment might supplant UCC priorities, nor 

need we do so here. 

¶47 On these facts, we conclude an equitable carve-out from the UCC's hierarchy of 

priorities is not justified. We hold that Smith failed to demonstrate that any equitable 

interest he may possess in the cattle he sold to Leland displaces the Credit Union's 

perfected security interest in those cattle as after-acquired property of Leland and Bobbi 

Jo. Therefore, we reverse the District Court's determination that Smith has a priority 

interest in the sale proceeds from Leland's cattle entitling him to $33,544.43 plus interest.

¶48 Affirmed in part and reversed in part.

/S/ KARLA M. GRAY

We concur:

/S/ JAMES C. NELSON

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/S/ PATRICIA COTTER

/S/ JIM REGNIER

/S/ W. WILLIAM LEAPHART

/S/ TERRY N. TRIEWEILER

/S/ JIM RICE

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