                            UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT


                            No. 04-1034



PROD-X DISTRIBUTORS, INCORPORATED; NASIR M.
KHAN, a/k/a David Khan,

                                            Plaintiffs - Appellants,

          versus


CAPITOL RESOURCE FUNDING, INCORPORATED,

                                               Defendant - Appellee.


Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria. T. S. Ellis, III, District
Judge. (CA-03-1065-1)


Submitted:   September 1, 2004            Decided:   October 20, 2004


Before WILKINS, Chief Judge, WILLIAMS, Circuit Judge, and Glen E.
CONRAD, United States District Judge for the Western District of
Virginia, sitting by designation.


Affirmed in part and stayed in part by unpublished per curiam
opinion.


Scott M. Behren, Shawn L. Michaelson, WALDMAN, FELUREN, HILDEBRANDT
& TRIGOBOFF, P.A., Weston, Florida, for Appellants.      Stephen M.
Seeger, Julie Quagliano, QUAGLIANO & SEEGER, Washington, D.C., for
Appellee.


Unpublished opinions are not binding precedent in this circuit.
See Local Rule 36(c).
PER CURIAM:

               Plaintiffs Prod-X Distributors, Inc. (“Prod-X”) and Nasir

M. Khan appeal from the district court’s order dismissing their

breach    of    contract   claim     and   entering      judgment    in   favor    of

Defendant Capitol Resource Funding, Inc. on its counterclaim for

breach of contract. With respect to the district court’s dismissal

of Plaintiffs’ breach of contract claim and the district court’s

judgment in favor of Defendant on its counterclaims against Khan,

we   have   reviewed     the   record      and    find   no   reversible    error.*

Accordingly, we affirm on the reasoning of the district court. See

Prod-X Distribs., Inc. v. Capitol Res. Funding, Inc., No. CA-03-

1065-1 (E.D. Va. filed Nov. 26, 2003 & entered Dec. 4, 2003).

However, because Prod-X has filed a bankruptcy petition, we stay

the appeal of the district court’s judgment in favor of Defendant

on its counterclaim against Prod-X. See 11 U.S.C. § 362(a) (2000).

We deny Plaintiffs’ motion for attorney’s fees and Khan’s emergency

motion    to    stay   enforcement    of    the    contract    and   to   stay    the

bankruptcy proceeding.         We deny Defendant’s motion to dismiss but

grant Defendant’s motion to submit the case on briefs. We dispense

with oral argument because the facts and legal contentions are




      *
      Because Plaintiffs’ breach of paragraph three of the
repayment agreement was a material breach of the contract that
excused Defendant’s performance under the contract, we need not
consider the alternative grounds provided by the district court for
excusing Defendant’s performance.

                                      - 2 -
adequately presented in the materials before the court and argument

would not aid the decisional process.



                              AFFIRMED IN PART AND STAYED IN PART




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