MEMORANDUM OPINION
JOHN H. SQUIRES, Bankruptcy Judge.
These matters come before the Court on the first amended complaint to determine the validity, extent, or priority of claims and interests of Spehar Capital, LLC (the "amended complaint") filed by David E. Grochocinski, the Chapter 7 trustee (the "Trustee") for the estate of CMGT, Inc. ("CMGT") and on the counterclaim filed by
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