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IN RE RESPONSE U.S.A., INC.

Civil Nos. 02-4975(JBS), 02-5283(JBS).

288 B.R. 88 (2003)

In re RESPONSE U.S.A., INC., et al., Debtors. Andrew Queen, et al., Appellants, v. Official Committee of Unsecured Creditors, et al., Appellees.

United States District Court, D. New Jersey.

January 27, 2003.

Attorney(s) appearing for the Case

Edward L. Paul, Sklar & Paul, P.C., Voorhees, NJ, Jeffrey M. Herman (Argued), Stuart S. Mermelstein, Herman & Mermelstein, P.A., Hollywood, FL, for Andrew Queen, Zenex A1, L.L.C., The Jeffrey and Andrew Queen Irrevocable Trust U/A January 2, 1998, Lorence Queen as Trustee for the Jeffrey and Andrew Queen Irrevocable Trust U/A January 2, 1998, Jeffrey Queen, and Zenex J1, L.L.C.

Daniel D. Haggerty, Weir & Partners, LLP, Turnersville, NJ, Kenneth E. Aaron (Argued), Weir & Partners, LLP, Philadelphia, PA, for Official Committee of Unsecured Creditors as Intervening Plaintiff.

Lester M. Kirshenbaum, Kaye Scholer, LLP, New York City, for Keybank National Association.

Michael A. Zindler, Teich, Groh, Frost & Zindler, Mercerville, NJ, for Morton C. Batt, Chapter 11 Trustee.

OPINION

SIMANDLE, District Judge.

In September 1998, Andrew Queen, Jeffrey Queen, and Lorence Queen as Trustee for the Jeffrey Queen and Andrew Queen Irrevocable Trust U/A January 2, 1998 (the "Queen parties")1 sold to Response U.S.A., Inc. ("Response") all of the issued and outstanding stock of HealthWatch, Inc. in exchange for a combination of cash and Response common stock. The Stock Purchase Agreement included a provision...

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