104 F.3d 363
NOTICE:  Eighth Circuit Rule 28A(k) governs citation of unpublished opinions and provides that they are not precedent and generally should not be cited unless relevant to establishing the doctrines of res judicata, collateral estoppel, the law of the case, or if the opinion has persuasive value on a material issue and no published opinion would serve as well.KEINATH FRANCHISING, INC.;  Keinath, Inc., Appellees,v.TCG INTERNATIONAL, INC.;  TAG Acquisitions, Inc.;  TAGFranchising, Inc.;  TCG (Jersey), Ltd., Appellants.
No. 96-1223.
United States Court of Appeals, Eighth Circuit.
Submitted Nov. 22, 1996.Filed Dec. 17, 1996.

Appeal from the United States District Court for the District of Minnesota.
Before BEAM and LOKEN, Circuit Judges, and MOODY,1 District Judge.
PER CURIAM.


1
Keinath Franchising, Inc.  (Keinath) sold Novus Franchising, Inc.  (Novus) to TCG International, Inc.  (TCG).  After a $700,000 judgment was rendered against Novus in a separate proceeding, Keinath and TCG entered into arbitration to determine which entity was responsible for the judgment.


2
The arbitrators found that TCG was liable for the judgment and that Keinath should contribute $125,000 toward its satisfaction.  The arbitrators also found that Keinath should recover costs and attorneys' fees as the prevailing party in the arbitration.  On reconsideration, the arbitrators affirmed their decision.


3
The district court2 confirmed the arbitrators' decision, finding that the award was rational and did not evidence a manifest disregard for the law.  TCG appeals alleging the arbitrators' decision was arbitrary and capricious and that the arbitrators exceeded their powers by disregarding the plain wording of the contract between TCG and Keinath and by considering parol evidence.  Having reviewed the parties' briefs and submissions, we are convinced the district court's ruling was correct in all respects.  Accordingly, we affirm.  See 8th Cir.  R. 47B.



1
 The Honorable James M. Moody, United States District Judge for the Eastern District of Arkansas, sitting by designation


2
 The Honorable Donald D. Alsop, United States District Judge for the District of Minnesota


