                                     ___________

                                     No. 95-4258
                                     ___________

Traci Kurilla; Steven Bame;               *
Ann Berkes; Dennis Hogate;                *
Gladys Burgos; Barb Mertz;                *
Kathryn Carter; Paul Motzko;              *
Carl Cavallin; Vanessa Mueller;           *
Corrine Crider; Eric Osterberg;           *
Lynda Marie Gates; Starr Paz;             *
Julie Louise Retzer; Charles              *
Swanson; Patrick J. Tinjum;               *
Russell Sobieck; Michelle M.              *
Steady; Nancy Perchel; Gary               *
Jenson; Jeff Ohm; Leah                    *
Schwenke; Robert Brown, Jr.;              * Appeal from the United States
Mike Shablo; Brian Swing,                 * District Court for the
                                          * District of Minnesota.
              Appellants,                 *
                                          *       [UNPUBLISHED]
     v.                                   *
                                          *
Fred G. Anderson, Inc.;                   *
                                          *
              Defendant.                  *
                                          *
Diversified Business Credit,              *
Inc.,                                     *
                                          *
              Appellee.                   *
                                     ___________

                     Submitted:      October 25, 1996

                            Filed:   November 29, 1996
                                     ___________

Before BOWMAN, HEANEY, and MORRIS SHEPPARD ARNOLD, Circuit Judges.

                                     ___________

PER CURIAM.


     Traci Kurilla and the other appellants are former employees of Fred
G. Anderson, Inc., which ceased operations in February 1995.       Appellants
sued Anderson for their unpaid wages and obtained a default judgment.
Anderson has not appealed.
      In their lawsuit, appellants also sought to recover their unpaid
wages from Diversified Business Credit, Inc., Anderson's former lender.
Appellants alleged (1) conversion, (2) violation of Minnesota's wage lien
statute, and (3) excessive control and equitable subordination.                   The
District Court1 granted Diversified's motion to dismiss all of appellants'
claims.    Appellants appeal only the dismissal of their claim for excessive
control and equitable subordination or equitable estoppel.


      Having reviewed the case, we conclude that the District Court's
decision is correct.    No error of law appears, and an opinion by this Court
on   the   questions   of   state   law   that   the   case   presents   would   lack
precedential value.    We therefore affirm the decision of District Court on
the basis of that court's well-reasoned opinion.


      AFFIRMED.    See 8th Cir. R. 47B.


      A true copy.


             Attest:


                   CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.




      1
     The Honorable David S. Doty, United States District Judge for
the District of Minnesota.

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