                             ___________

                             No. 96-1223
                             ___________

Keinath Franchising, Inc.;      *
Keinath, Inc.,                  *
                                *
          Appellees,            *
                                * Appeal from the United States
     v.                         * District Court for the District
                                * of Minnesota.
TCG International, Inc.; TAG    *
Acquisitions, Inc.; TAG         *        [UNPUBLISHED]
Franchising, Inc.; TCG          *
(Jersey), Ltd.,                 *
                                *
          Appellants.           *
                           ___________

                  Submitted:   November 22, 1996

                      Filed: December 17, 1996
                           ___________

Before BEAM and LOKEN, Circuit Judges, and MOODY,1 District Judge.


PER CURIAM.


     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.


     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.


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


     A true copy.


          Attest:


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




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

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