                     United States Court of Appeals
                           FOR THE EIGHTH CIRCUIT
                                   _____________

                                   No. 00-2267MN
                                   _____________

iNTELEFILM Corporation,                 *
                                        *
           Appellee,                    * On Appeal from the United
                                        * States District Court
      v.                                * for the District of
                                        * Minnesota.
Oklahoma Sports Properties, Inc., and *
Fred Weinberg,                          * [Not To Be Published]
                                        *
           Appellants.                  *
                                   ___________

                           Submitted: February 16, 2001
                               Filed: February 26, 2001
                                   ___________

Before RICHARD S. ARNOLD, LAY, and HANSEN, Circuit Judges.
                           ___________

PER CURIAM.

       This is an action on five promissory notes, four of which the individual
defendant, Fred Weinberg, guaranteed. Recovery is sought in the principal sum of
$495,000.00 plus interest. The District Court1 granted summary judgment for the
plaintiff. We affirm, largely for the reasons stated in the well-reasoned opinion of the
District Court. Defendants argue that the notes were part of a larger transaction, and


      1
      The Hon. Ann D. Montgomery, United States District Judge for the District of
Minnesota.
were never meant to be repaid, because they were to have been cancelled once the
transaction closed. With respect to four of the notes, totaling $95,000.00, defendants
have now abandoned this position, and concede that the notes are due. The fifth note,
for $400,000.00, was given in exchange for 82,051 shares of stock in the plaintiff,
formerly known as Children's Broadcasting Corporation. If the transaction had gone
through, the note would have been cancelled, but this did not occur. The parties
dispute whose fault it was that the transaction was never consummated. The important
point, in our view, is that the defendant, Oklahoma Sports Properties, Inc., kept the
82,051 shares, later selling most of them to a third party. The note remains unpaid. In
these circumstances, we think the District Court correctly held that defendants are
liable on the note. They have received no compensation for their shares, and the figure
of $400,000.00 was the amount agreed upon.

      The judgment of the District Court, enforcing all five of the notes, is affirmed.

      A true copy.

             Attest:

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




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