                       United States Court of Appeals
                          FOR THE EIGHTH CIRCUIT
                                  ___________

                                    No. 96-4265
                                    ___________
Gabriel Chehadeh; Chedco                  *
Development, Inc., a Minnesota            *
corporation,                              *
                                          *
             Plaintiffs,                  *
                                          *   Appeal from the United States
      v.                                  *   District Court for the
                                          *   District of Minnesota.
Roffe Containers, Inc., a dissolved       *
Minnesota corporation; David Thomas, *           [UNPUBLISHED]
                                          *
             Defendants-Appellees,        *
                                          *
Jerry Aamot,                              *
                                          *
             Defendant-Appellant,         *
                                          *
George Corbey; Donald Scott;              *
Aamot/Thomas Partnership, a               *
Minnesota partnership,                    *
                                          *
             Defendants-Appellees.        *
                                          *
                                    ___________

                               Submitted: November 20, 1997
                                   Filed: December 12, 1997
                                 ___________

Before BEAM, HEANEY, and BRIGHT, Circuit Judges.
                           ___________
PER CURIAM.

       Jerry Aamot appeals from the district court's1 order which compelled Aamot to
transfer his entire interest in Roffe Container, Inc., (Roffe) to Roffe for $179,806.00,
less the $40,000 in attorney fees and costs awarded Roffe; compelled Aamot to return
all sums paid by Chedco Development, Inc., pursuant to a purported stock transfer
agreement; and dismissed Aamot's remaining claims.

       After carefully reviewing the record and the parties' submissions, we conclude
that the district court did not err. Accordingly, we affirm. See 8th Cir. R. 47B.

      A true copy.

             ATTEST:

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




      1
        The Honorable Jonathan Lebedoff, United States Magistrate Judge for the
District of Minnesota, to whom the case was referred for final disposition by consent
of the parties pursuant to 28 U.S.C. § 636(c).

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