OPINION
PER CURIAM:
In December, 1970, appellant issued a promissory note for $18,200 to respondent for past services. upon appellant's later refusal to honor the note, respondent brought suit. Appellant counterclaimed, charging corporate mismanagement and seeking cancellation of the note, an accounting, and return of various corporate funds. The district court entered judgment on the note, and dismissed all counterclaims for failure of proof.
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