TCR_Public/010907.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 7, 2001, Vol. 5, No. 175

                          Headlines

360NETWORKS: Pulls Plug on Metromedia Fiber Construction Pact
AMES DEPARTMENT: Court Okays Deal with Nassi to Close 47 Stores
AMF BOWLING: Overview & Summary of Worldwide's Chapter 11 Plan
ARMSTRONG HOLDINGS: Signs Up Andersen as Tax & Benefit Advisor
BREAKAWAY SOLUTIONS: Files Chapter 11 Petition in Delaware

BREAKAWAY SOLUTIONS: Case Summary & 20 Unsecured Creditors
BRIDGE INFORMATION: Exclusive Period Extended through Sept. 21
CARBIDE/GRAPHITE: Working on an Alternative Questor Transaction
CARRIER1 INTL: Weak Performance Prompts S&P to Junk Ratings
COVAD COMMS: Proposes Settlement of Securities Fraud Suits

EGAMES: Fleet Bank Presents Company with Loan Workout Term Sheet
EMERALD PRODUCTION: Geotec Moves to Foreclose on Wyoming Wells
GENESIS HEALTH: Total Enterprise Value is $1.5BB and That's It
HIGHWOOD RESOURCES: Pressed to Repay Defaulted Loans by Oct. 4
ICG COMMS: NetAhead & Telecom Move to Reject Telecomm Leases

IMPERIAL SUGAR: Huggins Steps Down as Chief Financial Officer
ITI EDUCATION: Mosaic Tells Ernst & Young Its Bid Is on the Way
LEISURE TIME: Johnson Steps Down & Puts Shares in Voting Trust
LOEWEN: Former Funeral Home Owner Pushes Administrative Claims
LOG ON AMERICA: Nasdaq Grants Hearing to Review Determination

MB QUART: Rockford Acquires Assets & Assumes US Units' Debts
NEW CENTURY: Falls Short of Nasdaq Minimum Bid Price
NEXTWAVE: Licenses Reactivated, Subject to Litigation Results
OWENS CORNING: Seeks to Reject 4 Unexpired Real Property Leases
PACIFIC GAS: Gets Okay to Hire Rothschild as Financial Advisor

PILLOWTEX: Will Honor $16MM in Prepetition Customer Obligations
PSINET: Secures Approval to Assume 10 Amended Employment Pacts
REGAL CINEMAS: Will File Voluntary Prepackaged Chapter 11 Case
RELIANCE GROUP: Former CEO Steinberg Hires Proskauer As Counsel
RESPONSE USA: Enters into Global Settlement with Major Lenders

TANDYCRAFTS: Committee Balks at Employee Retention Program
TANDYCRAFTS: Lenders Outraged by Management Bonus Proposal
UIH AUSTRALIA: Liquidity Concerns Alert S&P to Junk Ratings
URANIUM RESOURCES: Capital Funds May Be Depleted By Late 2002
USCI: Needs Substantial Capital to Fund Operations & Pay Debts

USG CORP: Injury Claimants' Retain Campbell & Levine as Counsel
WARNACO GROUP: Secures Syndicated $600MM DIP Credit Facilities
WARNACO GROUP: US Trustee Amends Unsecured Creditors' Panel
WASHINGTON GROUP: Gets Okay to Reject Agreement with Raytheon
WASHINGTON GROUP: Secures $20MM Contract for New Ethanol Plant

WELLCARE MANAGEMENT: Continues to Explore Fund Raising Options
WHEELING-PITTSBURGH: Need Not Make Decision on Pact with Danieli
WINSTAR COMMS: Meredith Corp. Wants Out of Collection Agreement

BOOK REVIEW: GETTING IT TO THE BOTTOM LINE:
             Management by Incremental Gains

                          *********

360NETWORKS: Pulls Plug on Metromedia Fiber Construction Pact
-------------------------------------------------------------
On February 22, 1999, Metromedia Fiber Network Services, Inc.,
and 360networks inc. entered into an agreement for the
construction of a conduit located in the "Seattle Ring".  It was
amended seven months later to include additional segments via
"Willows Road" and the Statement of Terms (Cable Pulling
Contract), effective as of February 15, 2000.  

Under the Contruction Agreement, the Debtors constructed an
approximately 74 mile conduit (Customer System) for purposes of
housing dark fiber (Fiber Optic Cable) supplied by Metromedia.  
Pursuant to the Contruction Agreement, Metromedia was to pay
approximately $8,000,000 to the Debtors. To date, Metromedia has
paid the Debtors only $3,900,000.

So in June 2001, the Debtors sent Metromedia a notice of
default.

Metromedia's silence compelled the Debtors to send another
notice, this time, terminating the Construction Agreement.  The
next day, the Debtors cut the Fiber Optic Cable housed in the
Customer System.  Metromedia claims the Debtors actions
disrupted the service to their customers.  To the cure alleged
disruption, Metromedia sent a team to repair the Customer
System.  To ensure that such disruption won't happen again,
Metromedia maintained stand-by repair crews at the Customer
System.

Immediately after this incident, Metromedia filed a verified
complaint and order to show cause and requested for the issuance
of a temporary restraining order to prevent the Debtors from
interfering with the Fiber Optic Cable.  Naturally, the Debtors
opposed the relief requested and they also requested the Court
to impose sanctions against Metromedia.  In order to obtain the
TRO, Metromedia was required to post a bond or a letter of
credit for $3.65 million.  Metromedia also failed to come up
with the money.

To resolve the dispute and end the litigation, the Debtors and
Metromedia entered into an Agreement for Sale of Customer
System. The Sale Agreement provides, inter alia, that upon the
indefeasible payment of $2,500,000 to the Debtors, indefeasible
title to the Customer System shall be transferred and conveyed
to Metromedia without further action.  Until the title is
transferred, the Debtors shall bear all risk of loss with
respect to the Customer System.  

However, the Debtors shall not be liabile to Metromedia for any
indirect, special, incidental, direct or indirect punitive,
consequential or other damages including without limitation loss
of profits or revenue, cost of capital or claims of customers,
resulting from any loss to the Customer System before title is
transferred and conveyed to Metromedia.

In connection with the Sale Agreement, the parties have entered
into a Telecommunications Systems Maintenance Agreement, which
provides, inter alia, for the Debtors to provide certain
maintenance services with respect to the Customer System.

By this stipulation, the parties request the Court to find that:

    (1) The Construction Agreement was conclusively terminated
        on July 25, 2001 and is no longer in force or in effect.

    (2) The Debtors is authorized to enter into the Sale
        Agreement and the Maintenance Agreement and to take such
        further actions and execute and deliver such further
        documents as may be reasonably necessary to effectuate
        the Sale Agreement and the Maintenance Agreement.

    (3) Within 24 hours from entry of this order, Metromedia
        shall pay the Debtors, by wire transfer, $2,500,000.  
        Upon receipt of such funds, the Sale Agreement and the
        Maintenance Agreement shall become effective.

    (4) On the effective date, Metromedia shall dismiss the
        complaint with prejudice and without costs.

    (5) At the same time, the Debtors shall withdraw its request
        for sanctions against Metromedia and Lowenstein with
        prejudice.

    (6) And Metromedia shall waive any claim for damages it may
        have had against the Debtors or any of its employees in
        connection with the alleged disruption, the repair, or
        the crews, in addition to any contractual or tortious
        claims for damages it may have had in connection with
        the agreement, the alleged disruption, the repair or the
        crews.

    (7) As of the effective date, Metromedia shall become liable
        for these taxes:

        (a) Metromedia's prorated share of any and all taxes
            levied by any authority in respect to the Customer
            System.  Without limiting the foregoing, taxes shall
            include all sales taxes, municipal taxes, levies or
            assessments, and goods and services taxes, fees or
            other charges.

        (b) Notwithstanding the foregoing, all taxes,
            assessments or other fees associated with
            Metromedia's purchase, lease, ownership, use or
            operation of the Customer System shall be the sole
            responsibility of Metromedia, including but not
            limited to all sales taxes and all taxes, other than
            taxes measured by net income, imposed on the Debtors
            with respect to the sale, lease, ownership, use or
            operation of the Customer System.

    (8) As of the Effective Date, both parties will release each
        other of and from any and all claims, causes of actions,
        debts, etc. in connection with the Construction
        Agreement. Notwithstanding the foregoing, both parties
        also reserve their rights with respect to all of its
        other contractual agreements with each other. (360
        Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


AMES DEPARTMENT: Court Okays Deal with Nassi to Close 47 Stores
---------------------------------------------------------------
Ames Department Stores, Inc sought and obtained the Court's
approval of (i) an Agreement appointing The Nassi Group, LLC, to
assist the Debtors in conducting the Store Closing Sales at the
Stores, and (ii) authorization to conduct the Store Closing
Sales free and clear of liens, claims, encumbrances, and other
interests, with such liens, claims, encumbrances, or other
interests on the Merchandise and the proceeds thereof to be
transferred to and attach to the payments to which the Debtors
will be entitled to receive under the Agreement.

David H. Lissy, Esq., Senior Vice President and General Counsel
of Ames Department Stores, Inc., discloses that the Debtors
determined that certain stores no longer adequately contribute
to the Debtors' overall business objectives or conform with
reasonable future configurations of the Debtors' business
operations.  The Debtors decided to cease operations in and
close 47 of their stores, commencing store closing sales on
August 16, 2001, anticipated to continue through and including
October 21, 2001.

Mr. Lissy contends that Store Closing Sales are preferable to
moving the Stores' merchandise to Ames' other stores because of
the inordinate expenses involved in moving the merchandise.  The
Debtors are convinced that the conduct of the Store Closing
Sales will enable the Debtors to maximize the value of the
merchandise for the benefit of the Debtors' estates and
creditors.

Mr. Lissy discloses that the Debtors determined that the most
feasible, economical, and efficient means of achieving the
disposition of the merchandise in the Stores was to employ a
third-party agent to conduct the Store Closing Sales.  The
Debtors have selected Nassi as the entity best situated to
assist the Debtors in conducting the Store Closing Sales.  The
Nassi Agreement provides that Nassi shall act as the Debtors'
exclusive agent for the limited purpose of conducting the sale
of all merchandise in the Stores, by means of a promotional,
store closing, or similar sale and, as may be directed by the
Debtors, the sale of certain Fixtures owned by the Debtors.

David Kane, managing member of The Nassi Group, reveals that
Nassi will consult with and advise the Debtors with respect to:

(1) developing a program to liquidate inventory;

(2) assist the Debtors in implementing the program, including
     developing an employee incentive program in connection with
     the sale

(3) supervising, scheduling and staffing all employees needed
     to conduct the sale, in conjunction with the Debtors;

(4) implementing a program for advertising the sale with the
     Debtors consent;

(5) upon completion of the sale, removing all personal property
     from each store and leaving the store in broom clean
     condition in accordance with the terms of the Agreement.

The Nassi Agreement provides that:

(1) Nassi shall plan the advertising, marketing, and sales
     promotion for the Store Closing Sales, arrange the stock in
     the stores for liquidation, determine and effect price
     reductions so as to sell the merchandise in the time
     allotted for the Store Closing Sales, arrange for and
     supervise all personnel and merchandise preparation, and
     conduct the Store Closing Sales in a manner reasonably
     designed to minimize the expenses of the Store Closing
     Sales to the Debtors.

(2) Nassi shall use the Debtors' Store personnel, including
     Store management, to the extent it believes the same to be
     feasible, and Nassi shall select and schedule the number
     and type of employees required for the Store Closing Sales.
     Nassi shall, as soon as reasonably possible, notify the
     Debtors as to which of the Debtors' employees are no longer
     required for the Store Closing Sales, at which point the
     Debtors shall provide such employees with alternative
     employment or dismiss such employees in accordance with
     their applicable termination procedures.  As an incentive
     to ensure employee loyalty and hard work, Nassi will
     utilize a performance-based bonus plan for the Stores'
     managers, their assistants, and key personnel that will
     emphasize the maximization of liquidation proceeds.

(3) All Store Closing Sales are to be completed on or before
     October 21, 2001, with the Stores to be left in broom clean
     condition on or before October 24, 2001.

(4) Nassi will receive a set fee of $1,057,500 ($22,500 per
     Store).  In addition, if the gross proceeds from the Store
     Closing Sales divided by the retail value of the Stores'
     inventory exceeds 56%, Nassi shall be entitled to an
     incentive fee equal to (i) 30% of the Gross Return in
     excess of 56% but less than or equal to 57%; (ii) 40% of
     the Gross Return that is greater than 57% but less than or
     equal to 58%; and (iii) 20% of any Gross Return greater
     than 58%.  In no event shall the total fee payable to Nassi
     exceed $1,850,000.

(5) Among other expenses, the Debtors shall be responsible for
     the payment of payroll and retention bonuses for Store
     employees; payroll taxes and certain benefits; Nassi's
     costs for supervisors' fees, reasonable travel costs, and
     bonuses at rates agreed to among Nassi and the Debtors;
     advertising and promotional costs, including signage; risk
     management; utilities; and occupancy costs, including rent
     and real estate taxes.  Nassi has guaranteed that the
     expenses will not exceed $16,265,000, assuming that the
     retail value of the Merchandise is approximately
     $101,700,000.

(6) In the event that Nassi and the Debtors determine that the
     Store Closing Sales would benefit by additional merchandise
     being supplied to the Stores, Nassi shall use all
     reasonable efforts to procure additional merchandise for
     the Stores. The Debtors shall be entitled to five percent
     (5%) of the gross proceeds (net of sales taxes) realized
     upon the sale of such additional merchandise and Nassi
     shall be entitled to the remainder thereof.

(7) Nassi and the Debtors agree to indemnify, defend, and hold
     each other free and harmless from and against any and all
     demands, claims, actions or causes of action, assessments,
     losses, damages, liabilities, obligations, costs and
     expenses of any kind whatsoever, including, without
     limitation, attorneys' fees and costs, asserted against,
     resulting from, or imposed upon, or incurred by either
     party hereto by reason of, or resulting from, a material
     breach of any term or condition contained in this Agreement
     or any willful or intentional act of the other party.

The Debtors submit assumption of the Agreement is in the best
interests of the Debtors, their estates, their creditors, and
all parties in interest.  The Ames stores to be closed are:

Store #                       Location
------  --------------------------------------------------------
316      284 HOGAN BLVD                  MILL HALL, PA 17751
353      ROUTE 9N & 74                   TICONDEROGA, NY 12883
383      26 MAIN ST, SUITE 1             NEWPORT, ME
531      1854 DAISY STREET               CLEARFIELD, PA 16830
540      5375 WILLIAM FLYNN HWY          GIBSONIA, PA 15044
590      32 HOCKING MALL                 LOGAN, OH 43138
595      1010 COSHOCTON AVE              MT. VERNON, OH 43050
725      BRADFORD MALL                   BRADFORD, PA
744      BOULEVARD PLAZA                 PHILADELPHIA, PA 19116
759      908 WEST STREET RD              WARMINSTER, PA 18974
762      1038 WEST 35TH STREET           CHICAGO, IL 60616
767      288 EAST GENEVA ROAD            WHEATON, IL 60187
1021     MIDDLETOWN MALL                 FAIRMONT, WV 26554
1048     1300 HOFFMAN BLVD               WEST MIFFLIN, PA 15122
1053     2845 HERSHBERGER RD             NW ROANOKE, VA 24017
1062     1129 N. BALDWIN AVE, SUITE 33   MARION, IN 46952
1069     2947 S. WASHINGTON ST           KOKOMO, IN 46901
1074     67501 MALL RING RD SAINT        CLAIRSVILLE, OH 43950
1087     2996 E STATE ST                 HERMITAGE, PA 16148
1090     2100 S. SCATTERFIELD RD.        ANDERSON, IN 46013
1095     190 MILLSTONE LANE              AMHERST, OH 44001
1097     CLARENCE MALL                   BUFFALO, NY 14221
1102     FORT STEUBEN MALL               STEUBENVILLE, OH 43652
1109     2232 DELAWARE AVE               BUFFALO, NY 14216
1115     3700 WILLISTON RD               NORTHWOOD, OH 43619
1116     ALEXIS-LEWIS SHOPPING CTR.      TOLEDO, OH 43612
1119     119 FORT HARRISON RD, UNIT 22   TERRE HAUTE, IN 47804
1120     RIVERSIDE PLAZA                 TERRE HAUTE, IN 47802
1124     PIEDMONT MALL                   DANVILLE, VA 24540
1130     INDIAN MOUND MALL               HEATH, OH 43056
1135     3363 NORTH VERMILLION ST.       DANVILLE, IL 61832
1139     NEW CASTLE PLAZA                NEW CASTLE, IN 47362
1164     SHOREGATE SHOPPING CTR.         WILLOWICK, OH 44094
1165     450 PIKE ST.                    MARIETTA, OH 45750
1166     TERRA STEP PLAZA                EBENSBURG, PA 15931
1174     1800 NORTH CLINTON STREET       DEFIANCE, OH 43512
1179     456 NORTHFIELD RD               BEDFORD, OH 44146
1183     2375 ROMIG RD                   AKRON, OH 44320
1188     3200 ATLANTIC BLVD              NE CANTON, OH 44705
1189     1970 LINCOLN WAY EAST           MASSILLON, OH 44646
1220     RICHLAND MALL                   JOHNSTOWN, PA 15904
1224     CHESAPEAKE CROSSING SHP CTR.    CHESAPEAKE, VA 23320
1226     2866 VIRGINIA BEACH BLVD.       VIRGINIA BEACH, VA
                                         23452
1233     4310 SHIPYARD BLVD              WILMINGTON, NC 28403
1234     2522 WEST STATE STREET          NEW CASTLE, PA 16101
1235     2080 INTERCHANGE RD, UNIT 500   ERIE, PA 16565
2246     258 TILGHMAN RD                 SALISBURY, MD 21801
(AMES Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMF BOWLING: Overview & Summary of Worldwide's Chapter 11 Plan
--------------------------------------------------------------
AMF Bowling Worldwide, Inc., presents its reorganization plan to
the Bankruptcy Court outlining how it will restructure the
Company's liabilities in a manner designed to maximize
recoveries to all stakeholders and to enhance the financial
viability of the Reorganized Debtors.

The plan, subject to the Court's confirmation and approval, will
be implemented through:

A. Issuance of New AMF Notes, New AMF Common Stock and NEW AMF
    Warrants.

B. Execution and delivery of the New Senior Subordinated Note
    Indenture, the New Warrant Agreement and the Registration
    Rights Agreement.

C. Issuance of the Senior Lender Facility Note for the exit
    Facility.

In connection with the implementation of the Plan, AMF will
enter into the Exit Facility for payment of certain Classes of
Claims under the Plan and for working capital purposes.  The
Debtors do not yet have a binding commitment for an Exit
Facility but expect that any Exit Facility entered is likely to:

A. be secured by substantially all of the assets of the
    Reorganized Debtors;

B. constitute senior debt of the Reorganized Debtors ranking
    with other senior indebtedness of the Reorganized Debtors;

C. consist of a revolving credit facility and a term loan
    facility in a combined aggregate amount of not less than
    $350 million; and

D. include other terms and covenants, representations and
    warranties customary for credit facilities of a similar size
    for debtors in similar circumstances.

The capital structure of Reorganized AMF will be comprised of:

      (A) New AMF Notes -- The new 6-1/2-year 13% AMF notes will
          be issued with an aggregate initial principal amount
          of $150 million for Class 2 claims under the Plan.

      (B) New AMF Common Stock -- The Debtors expect that an
          aggregate of 10,000,000 shares of New AMF Common Stock
          will be issued under the Plan, with additional shares
          reserved for exercise of the New Warrants and
          additional 1,549,587 shares reserved in connection
          with options to be granted under the New Management
          Incentive Plan.  The shares of New Common Stock are
          valued by subtracting the amount of funded
          indebtedness outstanding at the Effective Date from
          the assumed Enterprise Value of $665 million and
          dividing this amount by the number of shares of New
          AMF Common Stock to be issued under the Plan.

      (C) New Warrants -- New Warrants will be issued to holders
          of Class 4, 5 and 6 Claims, which would give them the
          right to purchase shares of New AMF common stock on
          the seventh year of the Effective Date of the plan.

      (D) New Loans under the Exit Facility.

Reorganized AMF will have a post reorganization corporate
structure wherein the pre-petition creditors will own the
company, replacing AMF Bowling, Inc. and AMF Group Holdings,
Inc.

Under the plan, the current directors of AMF will be terminated
and new directors selected under the plan will assume
responsibility for the management, control and operations of
Reorganized AMF.  The seven directors of Reorganized AMF will be
comprised of:

A. Four directors selected by the Senior Lender Steering
    Committee on behalf of the holders of the Senior Lender
    Claims;

B. The Chief Executive Officer and Chief Financial Officer of
    the Reorganized AMF;

C. One Director selected by the Creditor's Committee reasonably
    satisfactory to the Debtors and the Senior Lenders. (AMF
    Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
    Inc., 609/392-0900)


ARMSTRONG HOLDINGS: Signs Up Andersen as Tax & Benefit Advisor
--------------------------------------------------------------
Armstrong Holdings, Inc. collectively ask Judge Farnan to permit
them to employ Arthur Andersen LLP to serve as their tax
consultant and tax return preparers, and compensation and
benefits consultants in these chapter 11 cases.  The Debtors
anticipate that Arthur Andersen will render tax consulting and
return preparation services to the Debtors which include:

       (a) Preparation of federal and state income and franchise
           tax returns;

       (b) Preparation of tax account analysis;

       (c) Calculation of FAS109 analysis and tax provisions;

       (d) Response to notices from federal and state tax
           authorities;

       (e) Research regarding federal and state tax matters, as
           requested by the Company.

In its capacity as compensation and benefits consultants, Arthur
Andersen will provide services described in an engagement letter
and which will include:

       (a) Compensation and benefit counseling; and

       (b) Expert testimony;

Within one year prior to the Petition Date, the Debtors paid
Arthur Andersen approximately $1,529,000 in the aggregate in the
ordinary course of their business for services rendered and
expenses related thereto.  Where possible and applicable, and in
accord with Arthur Andersen's historical billing practices with
the Debtors, Arthur Andersen expects to negotiate fixed-fee or
reduced hourly billing rate arrangements with the Debtors for
certain services.  The basis for any such fixed fee or hourly
rate negotiation and adjustment will be the hourly rate ranges
presented in Mr. Van Belle's affidavit.  These rates will be no
greater than the hourly rates charged to Arthur Andersen's non-
bankruptcy clients.  For all non fixed-fee and non-reduced rate
services requested by the Debtors, Arthur Andersen will
calculate its gross fees in these cases at the same hourly rate
that it charges other debtors and as in effect on the date
services are rendered.

The rates described by Mr. Van Belle are:

                Partners and Directors           $325-$500
                Senior Managers & Managers       $260-$460
                Seniors                          $190-$260
                Staff                            $ 80-$165

Arthur Andersen's hourly rates differ based on, among other
things, a professional's level of experience and specialized
practice area. Hourly rates may also differ between equal levels
of experience, given the geographical location of a
professional's office.

Judge Farnan's approval of this employment is sought nunc pro
tunc to the Petition Date because the Debtors requested that
Arthur Andersen commence work immediately, and the Debtors want
to compensate Arthur Andersen for the work it has performed for
the Debtors prior to the submission of this application.

Mr. Michael W. Van Belle, a partner in Arthur Andersen LLP, an
Illinois limited liability partnership with its principal place
of business in Chicago, Illinois, and Lancaster, Pennsylvania,
avers to Judge Farnan that Arthur Andersen is a disinterested
person and neither holds nor represents any interest adverse to
the Debtors or these estates on the matters for which Judge
Farnan's approval is sought.  Prior to the Petition Date, Mr.
Van Belle says that the Debtors employed the firm as their tax
consultants, tax return preparers, and compensation and benefits
consultants.  Mr. Van Belle modestly says that the tax
compliance and employee benefit consulting services were
incidental to the operation and management of a business the
size of the Debtors. (Armstrong Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


BREAKAWAY SOLUTIONS: Files Chapter 11 Petition in Delaware
----------------------------------------------------------
Breakaway Solutions, Inc. has filed a voluntary petition for
protection from its creditors under Chapter 11 of the United
States Bankruptcy Code. The Company intends to stabilize its
operations while it seeks purchasers for its business.

About Breakaway Solutions

Since 1992, Breakaway Solutions, Inc. has been helping companies
achieve real value by delivering business solutions that enable
its clients to better serve their customers, collaborate with
their partners and suppliers, and work better within their
organizations. Breakaway Solutions can be reached at 800/925-
7100 or at http://www.breakaway.com.


BREAKAWAY SOLUTIONS: Case Summary & 20 Unsecured Creditors
----------------------------------------------------------
Debtor: Breakaway Solutions, Inc.
        1000 River Road, Ste. 400
        Conshohocken, PA
        aka The Counsell Group, Inc.

Type of Business: The Debtor is a full service provider of
                  collaborative business solutions. The Debtor
                  offers clients integrated services for
                  business strategy, branding and user
                  experience, e-business implementation and
                  package customization and full application
                  hosting and operations support.

Chapter 11 Petition Date: September 05, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-10323

Debtors' Counsel: Gary M. Schildhorn, Esq.
                  Leon R. Barson, Esq.
                  Adelman Lavine Gold and Levin
                  Two Penn Center Plaza
                  Suite 1900
                  Philadelphia, PA 19102

                           and

                  Neil B. Glassman, Esq.
                  Steven M. Yoder, Esq.
                  The Bayard Firm
                  222 Delaware Avenue
                  Suite 900
                  Wilmington, Delaware 19899

Total Assets: $45,319,579

Total Debts: $25,877,720

Debtor's 20 Largest Unsecured Creditors:

Entity                                   Claim Amount
------                                   ------------
Exodus Communications, Inc.                  $879,574
2831 Mission College Boulevard
Santa Clara, CA 95054-1838

William Lollus                               $858,681
342 Grays Lane
Havenford, PA 19041

Interactive Futures                          $326,369
390 Fifth Avenue
New York, NY 10018

Cohwell Building                             $300,000
123 North Third Street
Minneapolis, MN 55401

Level 3 Communications                       $299,271
1025 Eldorado Blvd.
Broomfield, CO 80021

John Lollus                                  $252,553
4002 Browing Court
Lower Providence, PA 19403

Zartis                                       $250,000
3015 Lake Drive
National Digital Park
Citywest, Dublin 24

Dimensional Data, Inc.                       $232,471

Darwin Partners                              $175,212

Hale & Don                                   $159,649

MCI World Com                                $140,911

Chubb Group of Insurance Co.                 $137,351

Dave Pemme                                   $121,068

Dell Direct Sales                            $104,314

Ace Electronics of NY                         $92,906

Network Events                                $90,000

AMS Systems, Inc.                             $81,641

Trustek, Inc.                                 $80,480

MFS Telecom Inc.                              $79,930
  
Verizon                                       $72,074

Tetehouse International Corp.                 $61,800

Taylor Nelson Softes Intersch                 $59,050

Federal Express                               $58,090

Pappas and Lenzo                              $55,327

Citizens Conferencing                         $54,691

Mercury Interactive                           $54,345

Linda Cryan                                   unknown

Kevin Schwarts                                unknown

Ben Holtz                                     unknown

Ellen McLaughlin                              unknown


BRIDGE INFORMATION: Exclusive Period Extended through Sept. 21
--------------------------------------------------------------
Bridge Information Systems, Inc. sought and obtained an order
extending their exclusive period to file a plan of
reorganization through and including September 21, 2001.  At the
same time, the Debtors' exclusive period during which to solicit
acceptances of that plan is extended through and including
November 21, 2001. (Bridge Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


CARBIDE/GRAPHITE: Working on an Alternative Questor Transaction
---------------------------------------------------------------
The Carbide/Graphite Group, Inc. (Nasdaq: CGGI) reports that its
previously announced financial restructuring transaction with
affiliates of Questor Management Company and the bank group
under its $135 million revolving credit facility no longer
appears to be feasible.  Under the previously announced
transaction, Questor would have purchased $49 million in newly
issued preferred stock of the Company and current stockholders
would have had the right to participate in a $15 million rights
offering to invest in preferred stock on the same terms.

The Company continues to work with Questor and the Bank Group to
complete an alternate transaction whereby Questor would invest
$65 million and the Bank Group would restructure their loans.
However, it is unlikely that the value of the common equity can
be preserved under the alternatives presently being considered,
although such alternatives are currently not expected to have a
significant effect on the Company's trade vendors or its on-
going operations.

In connection with the Company's discussions with the Bank
Group, the Bank Group has extended the expiration date of a
previously issued waiver related to the Company's non-compliance
with certain financial covenants during its fiscal year ended
July 31, 2000. Such waiver has been extended until September 7,
2001.

The Company was also recently notified by The Nasdaq Stock
Market that the price of the Company's common stock has fallen
below the minimum thresholds required for listing on the Nasdaq
National Market System. The Company has until November 26, 2001
to reach compliance with the minimum listing standards.
Otherwise, the Company's common equity will convert to "over the
counter" trading.

The Carbide/Graphite Group, Inc. is a leading manufacturer of
industrial graphite and calcium carbide products with
manufacturing facilities in St. Marys, Pennsylvania; Niagara
Falls, New York; Louisville and Calvert City, Kentucky; and
Seadrift, Texas.


CARRIER1 INTL: Weak Performance Prompts S&P to Junk Ratings
-----------------------------------------------------------
Reflecting the poor second-quarter results and cash balance of
Carrier1 International S.A., a Switzerland-based Pan-European
wholesale provider of voice and data transmission services,
Standard & Poor's lowered to triple-'C' from single-'B'-minus
its long-term corporate credit and senior unsecured debt ratings
on the company.

At the same time, the ratings were removed from CreditWatch
where they had been placed on Aug. 15, 2001. The outlook is
negative.

The rating action reflects the company's third consecutive
quarter of weakening operating performance, higher-than-expected
cash burn rate, limited financial flexibility, and strong
strategic uncertainties following the recent departure of the
company's former chief executive officer.

Carrier1's wholesale-oriented business model appears vulnerable
in an industry in which many large and alternative operators
have been investing heavily in the construction of international
fiber-optic backbones, resulting in overcapacity and falling
prices.

Despite recording a revenue increase of 22% over the previous
quarter, Carrier1 reported a negative gross margin and a much
higher-than-expected EBITDA loss for the second quarter of 2001.

The company's high exposure to the very competitive wholesale
voice and data transmission market has constrained margin
development, while financial problems experienced by some
of Carrier1's customers have resulted in a strong increase in
bad-debt expenses (15% of sales in the second quarter of 2001,
compared with 7% in the first quarter).

Consequently, Carrier1 generated an EBITDA loss of $30
million in the second quarter--an increase of more than 100%
over the previous quarter.

At June 30, 2001, Carrier1 had available unrestricted cash and
marketable securities of about $133 million. Total restricted
and unrestricted cash and marketable securities were valued at
about $161 million, having declined by about $100 million in the
second quarter of 2001 (compared with the first quarter).

While capital expenditures should decrease dramatically--to
about $50 million in the second half of 2001 (from $153 million
during the first half)--as fiber-loop investments are scaled
back, quarterly cash burn rates could continue to be as high as
$40 million-$45 million in the coming quarters. With its
unrestricted cash balance of $133 million at the end of
the second quarter of 2001 and a potential inflow of about $40
million of VAT refunds in the fourth quarter of 2001, Carrier1
appears to have sufficient funding for about the next four
quarters.

                    Outlook: Negative

Carrier1's financial flexibility is very limited. The company's
lack of forward trading visibility, highlighted by weak
operating performance and strategic uncertainties, will likely
continue to maintain some downward pressure on the ratings. In
the event of any further deterioration in operating performance,
the ratings could be lowered again.


COVAD COMMS: Proposes Settlement of Securities Fraud Suits
----------------------------------------------------------
Between September 2000 and July 2001, shareholders and holders
of the convertible notes that Covad Communications Group, Inc.
sold on September 19, 2000, filed numerous complaints in the
United States District Court for the Northern District of
California for violation of federal securities laws.  

The relief sought by the Plantiffs in the Class Action includes
monetary relief and equitable and injunctive relief.  After
significant negotiations between the Plaintiffs and the
Defendants, on August 13, 2001, the Parties entered into a
Memorandum of Understanding providing for a settlement of the
Class Action and mutual releases.

By this Motion, the Debtor seeks limited relief from the
automatic stay to allow the Parties to enter into a Stipulation
of Settlement resolving the Class Action. The Plaintiffs agree
that the limited relief from stay being sought by this Motion
applies only to the MOU and the resulting Stipulation of
Settlement and that the Plaintiffs are and remain enjoined from
continued litigation of the Class Action.

Pursuant to the terms of the MOU, the Defendants, through their
insurance carriers, will pay to the Plaintiffs the sum of $16.5
million.  The Defendants will also issue to the Plaintiffs
shares totaling 3.5% of the fully diluted common shares of the
Debtor outstanding as of August 10, 2001.  In consideration for
the foregoing, the Parties shall mutually release each other and
the Class Action shall be dismissed with prejudice.  
Notwithstanding the provisions of the MOU or any settlement
agreement that may be executed, the Defendants continue to deny
the allegations contained in the Class Action.

The Debtor asserts that the limited relief from stay order
requested herein may be entered without further notice to
creditors as the relief sought is in the best interest of the
creditors for the following reasons:

(1) the Debtor will not need to incur administrative expenses
     to defend the Class Action or any related motion for relief
     from the automatic stay by the Plaintiffs;

(2) the Debtor's officers and directors can focus their
     attention on the pending case and the restructuring of the
     Notes;

(3) the 516.5 million paid to the Plaintiffs is being paid by
     the Debtor's insurance carriers; and

(4) other litigants are likely to settle with the Debtor if the
     Debtor successfully resolves the Class Action.

Accordingly, the Debtor believes that it is in the best interest
of the creditors if the Court enters the attached order in order
to provide the Plaintiffs with limited relief from stay in order
to negotiate and finalize a settlement agreement contemplated by
the MOU. (Covad Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EGAMES: Fleet Bank Presents Company with Loan Workout Term Sheet
----------------------------------------------------------------
eGames, Inc. (OTC Bulletin Board: EGAM), a leading publisher and
developer of Family Friendly(TM), value-priced computer software
games, today announced that discussions were continuing with the
Company's commercial lender, Fleet Bank, towards a workout plan
of the Company's existing default under its outstanding credit
facility.

Fleet Bank had notified the Company in late July that due to the
Company's default of the financial covenants under its credit
facility as of June 30, 2001, and material adverse changes in
the Company's financial condition, the bank would no longer
continue to fund the Company's $2 million credit facility.

Since that time management has had several discussions with bank
officers at Fleet Bank in an effort to effect a forbearance
agreement and a conversion of the company's existing $1,480,000
line of credit balance to an amortizing term loan.

The bank has provided the Company with a preliminary term sheet
for discussion purposes, which the Company is currently
evaluating.

The Company has been working with the bank and its advisors in
the bank's analysis of its collateral position, management's
restructuring and cost reduction plans, and the results of an
independent business assessment of the Company and its business
plan.

In early August, the Company engaged Beesley Associates, Inc., a
qualified independent business assessment firm with expertise in
turnaround management, to perform an evaluation of the Company's
business. This assessment provided the basis for a turnaround
plan that was presented to the bank.

eGames, Inc., headquartered in Langhorne, PA, develops,
publishes and markets a diversified line of personal computer
software primarily for consumer entertainment and personal
productivity. The Company promotes the eGames(TM), Game Master
Series(TM), Multi-Pack and Galaxy of Home Office Help(TM) brand
names in order to generate customer loyalty, encourage repeat
purchases and differentiate the eGames Software products to
retailers and consumers. eGames - Where the "e" is for
Everybody!


EMERALD PRODUCTION: Geotec Moves to Foreclose on Wyoming Wells
--------------------------------------------------------------
Geotec Thermal Generators Inc. (OTCBB:GETC) announced that it
has received the initial funding to operate the Wyoming wells
that Geotec treated, owned by Emerald Production & Restoration.

The federal bankruptcy that was protecting Emerald has been
dismissed, thereby enabling Geotec to foreclose on the 8 wells
where Geotec has liens. Four of these wells comprised the entire
Emerald production of 55-60 BOPD, following Geotec's treatment,
without the wells being optimized.

Geotec management believes that the combined production of these
wells should be 100-200 barrels per day, following optimization.
These wells were previously shut in for 4-15 years.

The principals of Lift Management, Inc. have provided this
investment and have periodically invested in Geotec since 1998.
Lift Management will receive an operating income from the
production of these wells.

Emerald is not operating the remaining 112 wells that they
owned. Geotec has had several discussions with the Bureau of
Land Management and no resolution has been determined at this
time for these remaining wells.

Geotec Thermal Generators, Inc. has exclusive rights to the
Russian Federation technology for oil and gas recovery developed
by the Military Research and Production Facility, FR & PC ALTAI
for the Ministry of Geology, for use in North, South and Central
America.

This unique scientific technology concluded development in 1986,
comprising 6500 wells with 14 years of research and development.
Over 30,000 wells have been treated with a 70% success rate for
oil wells, and a 90+% success rate for gas wells.

The technology has produced incremental oil yields, for
uneconomical wells, averaging over 6000 barrels of oil per well,
per year. Wells, in certain rock formations, have exceeded
45,000 barrels of oil per well, per year.

Well increases average from 250-2500%, or more, in operating
wells, on average. Other than the Company, only 12 governments
have been permitted this technology, including China and India.

Geotec Thermal Generators, Inc. (OTCBB:GETC) is an emerging oil
and gas well treatment company.


GENESIS HEALTH: Total Enterprise Value is $1.5BB and That's It
--------------------------------------------------------------
GMS Group LLC and Mr. Charles L. Grimes, the holder of
approximately $20 million in face amount of Genesis Senior
Subordinated Notes, argued to the Bankruptcy Court in Wilmington
that the Joint Plan of Reorganization proposed by Genesis Health
Ventures, Inc. & The Multicare Companies, Inc., violates the
"fair and equitable" requirement of section 1129 because the
holders of claims in Class G2 (Genesis Senior Lender Claims)
allegedly will receive more than a 100% recovery on their
allowed claims.

The Noteholders' arguments are flawed, the Debtors counter,
because the value of the enterprise is less than the
Noteholders' think.  While the legal standard asserted by GMS
and Grimes is correct, the Debtors say, the facts they allege
are incorrect. Based on the most recent valuation analysis, the
Plan provides an 82.36% recovery for the claims in Class G2 -
far less than the amount necessary to violate the "fair and
equitable" standard.

The following chart summarizes the claims in Class G2, including
postpetition interest at contractual, nondefault rates:

    Calculation of Class G2 Claims
    ---------------------------------------------------------
    Prepetition Amount                        $1,193,460,000
    Postpetition Interest                        130,659,200
      (non-default contract rate)
         less: adequate protection payment      (214,638,200)
                                             ----------------
                                  Total       $1,109,481,000

The Debtors explain that the postpetition interest is included
for two reasons. First, all the claims in Class G5 - the only
unsecured class voting to reject the Plan - are subject to
contractual subordination provisions in favor of the Genesis
Senior Lender Claims in Class G2. Those contractual provisions
expressly provide that the Claims of the holders in Class G5 are
subordinate to postpetition interest on senior debt.

Second, the Claims in Class G2 are secured by substantially all
the assets of the estates of the Genesis Debtors. If, as GMS and
Grimes contend, the Genesis Senior Lender Claims are
oversecured, they are entitled to postpetition interest pursuant
to section 506 of the Bankruptcy Code.

Under the Plan, the holders of Claims in Class G2 will receive
$94,923,000 in New Senior Notes, New Convertible Preferred Stock
with a liquidation preference of $31,000,000, and approximately
87.62% of the New Common Stock to be distributed to the
creditors of Genesis, assuming the conversion of the New
Convertible Preferred Stock and the exercise of the New Warrants
issued under the Plan. The following table shows the
distribution of equity value to the creditors of the Genesis
Debtors under the Plan.

    Distribution of New Common Stock to Genesis Creditors
                                        Number of    % of New
                 Class                   Shares     Common Stock
   -------------------------------------------------------------
    G2 shares                          30,485,079
    G2 conversion of preferred stock    1,524,840
                          Subtotal     32,009,919      87.62%
    G4 & G5 shares                      1,689,147
    G4 & G5 warrants                    2,835,538
                          Subtotal      4,524,685      12.38%
                             Total     36,534,604     100.00%

The Debtors point out that the holders of claims in Class G2
will not reach a 100% recovery until their portion of the New
Common Stock is worth $1,014,558,000 ($1,109,481,000 in total
claims - $94,923,000 in New Senior Notes), as the arithmetic
shows. The New Warrants and New Convertible Preferred Stock are
assumed to be exercised because the $20.33 per share exercise
price specified in the Plan is significantly below the price per
share of $23.71 implied by the revised valuation prepared by UBS
Warburg, the financial advisor for Genesis. The exercise price
is also far below the $30.12 price per share implied by a
valuation sufficient to pay Class G2 in full.

The following table shows what the enterprise value of Genesis
would have to be for Class G2 to receive a 100% recovery. All
amounts specified in the table are attributable to claims (both
prepetition and postpetition) against Genesis only. No claims
against Multicare are included.

Distribution of Value Assuming 100% Recovery for Class G2

         Distributions Under the Plan           Values     %
Rec.
----------------------------------------------------------------
Exit Financing (pays DIP fin. & admin exp.)  233,000,000
G1 Debt (reinstated or amended)              120,077,000

Class G2 Recoveries

             New Senior Notes    94,923,000

              New Convertible
              Preferred Stock             0
             New Common Stock 1,014,558,000
                              -------------
total recovery for Class G2               1,109,481,000  100.00%

Class G4 & G5 Recoveries (equity only)       85,763,914   18.35%
                                            -------------
                        Enterprise Value    1,548,321,914

                 implied price per share           $30.12

Based on this, the Debtors point out that the holders of Claims
in Class G2 will not receive a 100% recovery unless the
enterprise value of Genesis tops $1.5 billion.

Under the "fair and equitable" standard, the Debtors assert, the
objection of GMS and Grimes depends entirely on their ability to
prove by a preponderance of the evidence that the value of the
Genesis enterprise is greater than this "valuation hurdle."
However, the facts show that the enterprise value of Genesis is
far from sufficient to provide a 100% recovery to the holders of
Claims in Class G2.

The preferred stock is assumed to be converted to common stock
because the exercise price is below the implied price per share
of the stock. The amount of Equity Recoveries $85,763,914 is net
of the $57,646,488 exercise price for the New Warrants.

William G. McGahan, Vice-Chairman of UBS Warburg LLC, represents
that, the enterprise value of Genesis, as a standalone entity,
is within the range of $1.2 billion and $1.45 billion. The
midpoint of this range - $1.325 billion - would provide a
recovery of only 82.36% to the holders of claims in Class G2.
The midpoint of the range of values established by UBS Warburg
is approximately $225 million below the valuation hurdle. Even
the highpoint of the UBS Warburg range is approximately Sl00
million below the valuation hurdle.

The following table shows the distribution to the secured and
unsecured creditors of the Genesis Debtors under the Plan, using
the midpoint of the UBS Warburg range of enterprise values for
Genesis. No claims against Multicare have been included.

    Distribution of Value Assuming
    Genesis Enterprise Value of $1.325 Billion

      Ditributions Under the Plan                Values   % Rec.
  --------------------------------------------------------------
  Exit Financing
     (pays DIP fin. & admin exp.)             233,000,000
  G1 Debt (reinstated or amended)             120,077,000

  Class G2 Recoveries
                New Senior Notes     94,923,000
                New Convertible
                 Preferred Stock              0
                New Common Stock    818,893,737
                                   -------------
                 total recovery
                for Class G2                913,816,737   82.36%
  Class G4 & G5 Recoveries
  (stock & warrants)                         58,106,264   12.43%
                                             -----------
             Enterprise Value  1,325,000,000
             implied price per share               $24.00

The Debtors reiterate that the valuation of the Genesis
valuation falls far short of the amount necessary to violate the
"fair and equitable" rule. Stated another way, the price per
share implied by the midpoint of the range of Genesis enterprise
values must be off by 23% for the holders of Claims in Class G2
to receive a 100% recovery ($30.12 per share for a 100% recovery
compared to $24.00 per share).

GMS and Grimes further assert that the proposed merger involves
a "misallocation" of shares of New Common Stock from the Genesis
enterprise to the Multicare enterprise to the detriment of the
junior classes at Genesis. They further assert that such
misallocation diverts to the senior lenders of Multicare value
that should belong to Genesis. They conclude that this alleged
diversion of value constitutes a de facto substantive
consolidation of Genesis and Multicare and that such a
substantive consolidation is not warranted in these cases.
Grimes accuses that the Court is being asked to approve an
unlawful conveyance of Genesis value to Multicare creditors,
including the Multicare Senior Lenders, for no consideration.
Grimes also asserts that the Plan was not proposed in good faith
as it was designed to favor the holders of the Genesis Senior
Lender Claims and the Debtors' officers and directors.

Again, the Debtors say, GMS and Grimes are incorrect for several
reasons. First, the allocation of New Common Stock was based
strictly on the relative equity values of Genesis and Multicare,
assuming the new capital structure under the Plan. The Plan does
not divert value from Genesis to Multicare. Second, the fact
that the creditors of both Debtors are to receive distributions
in the form of New Common Stock of Reorganized Genesis does not
constitute a de facto substantive consolidation. The
distribution of New Common Stock is intended to benefit the
creditors of both estates by creating an equity security that
has a better chance of actively trading in the public equity
markets. Finally, none of the Genesis Debtors or the Multicare
Debtors are actually being consolidated. On the contrary, those
entities will continue to exist. The only significant changes
are that the Multicare Debtors will become subsidiaries of
Genesis and the creditors of the Genesis Debtors and Multicare
Debtors will become the new owners of Reorganized Genesis.

The allocation of New Common Stock was calculated by comparing
the implied equity value of the two companies. The equity values
were determined by taking the midpoint of the enterprise
valuation range for each set of Debtors and subtracting the new
capital structure allocable to each. For example, the midpoint
of the enterprise valuation range for the Genesis Debtors, based
on the analysis of UBS Warburg, was $1,125,000,000. From that
value, the following items are deducted: (i) the portion of the
exit financing needed to repay the debtor in possession
financing at Genesis (approximately $200,000,000) and pay
administrative expenses and priority claims of the Genesis
Debtors (approximately $25,000,000), (ii) miscellaneous secured
claims against the Genesis Debtors (approximately $120,077,000),
(iii) the face amount of the New Senior Notes to be distributed
to the Genesis Senior Lenders ($94,923,000), and (iv) the
liquidation preference for the New Convertible Preferred Stock
to be distributed to the Genesis Senior Lenders ($31,000,000).
The balance of $654,000,000 represents the implied equity value
of Genesis alone.

Similarly, based on the valuation analysis of CSFB contained in
the Disclosure Statement, the midpoint of the range of
enterprise values for Multicare was $375,000,000. From that
value, the following items are deducted: (i) the portion of the
exit financing needed to pay administrative expenses and
priority claims of the Multicare Debtors (approximately
$10,000,000), (ii) miscellaneous secured claims against the
Multicare Debtors (approximately $26,318,000), (iii) the face
amount of the New Senior Notes to be distributed to the holders
of the Multicare Senior Lender Claims ($147,682,000), and (iv)
the liquidation preference for the Convertible Preferred Stock
to be distributed to the Multicare Senior Lenders ($11,000,000).
The balance of $184,000,000 represents the implied equity value
of Multicare alone.

Therefore, Genesis represents $654 million or 78.47% of the
combined equity and Multicare represents $184 million or 21.53%
of the combined equity.

     Allocation of New Common Stock

                                         % of Total   Number of
          Debtor            Equity Value  Equity Value  Shares
   -------------------------------------------------------------
   Genesis Equity Value   $654,000,000     78.47%     32,174,226
   Multicare Equity Value  179,400,000     21.53%      8,825,774
                          --------------------------------------
                          $833,400,000    100.00%     41,000,000

The number of shares in the above chart shows the exact
allocation used in the Plan and disclosed in the Disclosure
Statement.

The Debtors recognize that due to changes in how the marketplace
values comparable companies, the range of enterprise values for
both Genesis and Multicare have increased. However, since the
change in value is not internal, but is driven by external
issues, the increase in value in Genesis and Multicare  has been
proportionate. Using the midpoint of the updated range of values
for Genesis and Multicare, the percentage allocation would be
78.83% for Genesis and 21.17% for Multicare. The Debtors note
that these are almost exactly the same as the percentages used
in the Plan and Disclosure Statement.

The Debtors note that the GMS' and Grimes' argument that the
merger somehow results in a de facto substantive consolidation
appears to be that issuing New Common Stock of Reorganized
Genesis to the creditors of both sets of Debtors is equivalent
to substantive consolidation. In response, the Debtors point out
that the allocation of the New Common Stock of Reorganized
Genesis was pro rata, based on the equity value supplied by each
estate. The principle benefit of a single issuance of stock, the
Debtors represent, is to the creditors of both estates because a
single equity security of a larger (combined) company is more
likely to have an active trading market than two smaller,
separate stock issuances.

The Debtors also point out that no substantive consolidation is,
in fact, taking place under the Plan. The Plan provides for a
merger which will result in the Multicare Debtors becoming
subsidiaries of Genesis. As part of that transaction, creditors
who would otherwise receive equity of Multicare will receive New
Common Stock of Reorganized Genesis instead.

The Plan separately provides for a deemed consolidation for
distribution purposes only with respect to the value of the
Genesis estates to be distributed to creditors of the Genesis
Debtors and, separately, with respect to the value of the
Multicare estates to be distributed to creditors of the
Multicare Debtors.

As almost all the Genesis Debtors are obligated on the senior
lender debt of over $1 billion, the only way to provide any
recovery to individual unsecured creditors of the subsidiaries
is to treat all the unsecured debt on a pro rata basis -- hence
the deemed consolidation.  (Genesis/Multicare Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


HIGHWOOD RESOURCES: Pressed to Repay Defaulted Loans by Oct. 4
--------------------------------------------------------------
As announced on August 24, 2001, Highwood Resources' (OTC:HIWDF)
(TSE:HWD.) term loan agreement with its principal lender
required a payment of $1.5M to be paid before July 31, 2001,
which has not been made.

The lender has not waived the breach of this covenant and
therefore the Company is currently in default of its term loan
agreement. As a result of such default, and as anticipated by
Highwood management, the lender has now demanded repayment by
October 4, 2001 of all amounts owing under outstanding loans and
letters of credit, aggregating at August 31, 2001 approximately
$6.45 million, plus interest and costs.

Highwood management continues to pursue a refinancing plan,
which includes new debt financing, non-core asset sales and
placement of new equity. The Company has a strong asset and
product customer base.

Conservative sales and cash flow forecasts for the remainder of
2001 and 2002 supports management's contention that replacement
of existing financing, as well as raising new equity, can be
accomplished within the time required.


ICG COMMS: NetAhead & Telecom Move to Reject Telecomm Leases
------------------------------------------------------------
ICG Telecom Group, Inc., and ICG NetAhead, Inc., ask that Judge
Walsh permit them to reject 3 leases of commercial real property
used for telecommunications sites.  

The Debtors say they have determined that these sites are not
necessary to their ongoing operations, but nonetheless remain
currently obligated under these respective leases and/or
executory contracts.  In the Debtors' business judgment, it is
no longer necessary or in the Debtors' best interests to
maintain these sites.  The rent and other expenses due under
these agreements constitute an unnecessary drain on the Debtors'
cash flow.

The rent and expenses for the leases and contracts included in
this Motion total approximately $ 18,810.72 per month.  By
rejecting these leases and/or contracts, the Debtors can
minimize administrative expenses.

Moreover, the Debtors do not believe that they can obtain any
value for the leases and/or contracts by assignment to third
parties, so that rejection of these leases/contracts is in the
estates', the creditors' and the interest holders' best
interests.

The Debtors seek to cause the rejection to be effective as of
the date of the filing of this Motion and waive any right to
withdraw the Motion.  As of the filing of the Motion, the
Debtors have sent a letter to each landlord or contracting party
stating, among other things, that the premises are abandoned.  
The keys to such premises have been returned by separate letter
or by hand delivery.

The leases to be rejected are:

  Site Address          Notice Address                 Debtor
  ------------          --------------                 ------
8880 Cal Center Drive   Spieker Properties     ICG Telecom Group
Sacramento, CA          3600 American River Dr.
                        Suite 160
                        Sacramento, CA

1010 S. Broadway        Gordon Gill Associates      ICG NetAhead
Santa Maria, CA         1010 S. Broadway
                        Suite G
                        Santa Maria, CA

2835 Belvidere Rd.      Belvidere Office Plaza      ICG NetAhead
Waukegan, IL            c/o January's Accounting Serv.
                        1110-A Chestnut Street
                        Waukegan, IL
(ICG Communications Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


IMPERIAL SUGAR: Huggins Steps Down as Chief Financial Officer
-------------------------------------------------------------
Imperial Sugar Company (OTC BB: IPRLQ) announced that Mark Q.
Huggins has resigned as Chief Financial Officer effective August
31, 2001 to pursue financial restructuring consulting
opportunities.

The Company has initiated a search for a new Chief Financial
Officer, and expects to complete this process in the near
future. James C. Kempner, President and Chief Executive Officer,
will assume the role of interim Chief Financial Officer until a
new CFO can be appointed. Mr. Kempner previously held the role
of Chief Financial Officer of the Company from 1988 through
April 1998.

Mr. Kempner stated, "I join the rest of the Company in thanking
Mark for his contribution to the success of Imperial Sugar's
recently completed financial restructuring. We wish him the very
best in his new endeavors."

Imperial Sugar Company is the largest processor and marketer of
refined sugar in the United States and a major distributor to
the foodservice market. The Company markets its products
nationally under the Imperial(TM), Dixie Crystals(TM),
Spreckels(TM), Pioneer(TM), Holly(TM), Diamond Crystal(TM) and
Wholesome Sweeteners(TM) brands. Additional information
about Imperial Sugar may be found on its web site at
http://www.imperialsugar.com


ITI EDUCATION: Mosaic Tells Ernst & Young Its Bid Is on the Way
---------------------------------------------------------------
Mosaic Technologies Corporation, a national technology education
provider, announced that after having completed its research and
analysis, it will provide a proposal and letter of intent to
receiver Ernst & Young to formally acquire ITI.

"We have evaluated ITI's current status and agreed that the
company definitely has value," said Don Whitty, Mosaic's
President and CEO. "This acquisition is the logical next step in
Mosaic's growth and development. We are very excited by ITI's
potential."

Mosaic formally announced on August 19th that it was interested
in acquiring ITI. The nationwide group of technology schools
went into receivership on August 16.

"ITI's past financial difficulties in no way reflect its
potential," Whitty said. "We realized this when we first
signalled our interest, and we recognize it even more now that
we want to move forward with the acquisition."

"We want to finalize the transaction with the receiver as
quickly as possible," Whitty said. "ITI's students and staff
deserve nothing less. They have been extremely cooperative,
professional and dedicated throughout the past couple of weeks.
We all want ITI to continue to operate and to be a leader in its
field."

"We're pleased with the tremendous support our plans have
received," said Mosaic Technologies Chairman Rick Buckingham.
"There are a lot of people who are very excited about ITI's
future. It's a new dawn for ITI and a new opportunity for
Mosaic. We want to start recruiting students for new classes as
soon as we can."

Mosaic recently announced profits for the fifth straight
quarter. It is publicly traded on the Canadian Venture Exchange
(CDNX) under the symbol MAC.

Mosaic Technologies Corporation --
http://www.mosaictechnologies.com-- is an advanced educational  
technologies company headquartered in Fredericton, NB.  It is
actively involved in classroom-based training through its
Applied Multimedia Training Centres --
http://www.applied-multimedia.com-- in Calgary, Alberta, and  
Winnipeg, Manitoba, Pitman Business College --
http://www.pitmancollege.com-- in Vancouver, British Columbia,  
and ICT Institute -- http://www.ictinstitute.com-- in Regina,  
Saskatchewan.  From the company's Miramichi, New Brunswick,
operation, Mosaic designs and develops world-class products and
services for its customers and clients by integrating
traditional teaching methodologies with technology-enhanced
interactive learning activities.


LEISURE TIME: Johnson Steps Down & Puts Shares in Voting Trust
--------------------------------------------------------------
Leisure Time Casinos & Resorts, Inc. (OTC Bulletin Board: LTCR)
announced a major step in the reorganization of the Leisure Time
that is currently under Chapter 11 bankruptcy protection.

Mr. Alan Johnson, a principal shareholder of the Leisure Time,
resigned his positions as a Director and as the Chairman,
President and CEO of Leisure Time and has placed his shares of
Leisure Time into a blind voting trust. Mr. Andre' Hilliou was
appointed Chairman of Leisure Time. Mr. Hilliou brings over 20
years of experience in the gaming industry to Leisure Time.

Leisure Time described Mr. Hilliou as "a dedicated business
professional who has charted a successful career in management
of gaming and related hi-tech manufacturing enterprises. He
achieves his goals with results oriented leadership by utilizing
relationship building, effective planning, marketing, change
management and fostering growth within an organization.

"Mr. Hilliou brings Leisure Time strengths in investor relations
and financial operations along with skills in operations,
acquisitions and marketing."

>From 1998 through 1999 Mr. Hilliou served as CEO of American
Bingo and Gaming located in South Carolina, and from 1996
through 1997 he was CEO of Aristocrat, Inc. of Reno, NV. From
1986 until 1996 Mr. Hilliou was employed with Showboat, Inc. of
Las Vegas, NV achieving the position of CEO of Showboat
Australia in 1994.

Mr. Hilliou stated, "I look forward to the opportunity to move
Leisure Time into a position of leadership and strength within
the regulated gaming market as well as adding value for our
creditors. We will immediately begin actively seeking licenses
in several key markets where we believe our current array of
games can find immediate market acceptance. We plan on
introducing our superior products in new markets as well as
developing new games which should help Leisure Time obtain a
significantly larger share of the regulated markets."

On March 16, 2001 Leisure Time Casinos & Resorts, Inc. and
Leisure Time Technology, Inc., one of its subsidiaries, filed
with the United States Bankruptcy Court, Northern District of
Georgia, Atlanta Division to seek protection under Chapter 11 of
the Bankruptcy Code.

At this time, Leisure Time and its subsidiary are still under
Chapter 11 protection.

Leisure Time is a diversified gaming company that develops,
manufactures and sells multi-game, touchscreen video gaming
machines and software upgrades.

Leisure Time also generates recurring revenue via its recent
entrance into the video pulltab market.


LOEWEN: Former Funeral Home Owner Pushes Administrative Claims
--------------------------------------------------------------
Mrs. Betty Lovette asks Judge Walrath to issue an order allowing
her an administrative expense claim in the amount of $173,822.42
in connection with alleged default in payment by Loewen Group
Acquisition Corp. under a promissory note in the original amount
of $1,100,000.00 pursuant to a Share Purchase Agreement.

On December 10, 1997 Loewen Group Acquisition Corp. gave to Mrs.
Lovette its promissory note in the amount of $1,100,000.00 in
accordance with the terms of a Share Purchase Agreement, also
dated December 10, 1997. The terms of the note called for
payments, without interest, in 240 equal monthly installments of
$4,583.33 each, the last payment being due on or before December
10, 2018. The Note was secured by Irrevocable Standby Letter of
Credit No. LC870-093652 issued by Wachovia Bank, N.A. on
December 5, 1997 in the same amount as that under the Note
($1,100,000.00).

The LC designated Mrs. Lovette as beneficiary and its terms
provided for a reduction of $4,583.33 in the face amount, each
month beginning January 10, 1998 until the note was paid.

Loewen Acquisition made more or less regular payments under the
note until the installment due for the month of June, 1999 which
remains outstanding to the date of the motion. The remaining
balance due on the note and that of the face amount of the LC
was $1,022,083.39 after the last payment was made in May, 1999.

As the monthly payments were not made, interest began accruing
on that balance at the rate of 8 1/2% per year on August 7,
1999, the 15th day following DIP's receipt of the written notice
of default and acceleration of the note.

On June 30, 1999 Mrs. Lovette, through her collection counsel,
Post & Post, made demand on DIP for payment of the June 1999
payment and served notice of default if payment was not made
within 15 days. The collection counsel, with the assistance of
three other law firms, served the notice of default and
acceleration some more times on Loewen Acquisition, Mrs. Lovette
tells the Court.

Then, on July 23, 1999, the notice and acceleration was
delivered to Loewen Acquisition by Federal Express.

On August 13, 1999, Mrs. Lovette's presented her Sight Draft and
other necessary documentation to Wachovia for payment on the LC.
Upon that, on September 3, 1999, Wachovia paid Mrs. Lovette
$1,008,333.40, the full remaining balance of the LC. At that
time the balance due and owing on the note including accrued
interest was $ 1,028,509.91.

Based on this, Mrs. Lovette claims that the balance of
$20,176.51 was due and owing to her on the note by Loewen
Acquisition. Mrs. Lovette explains that the unpaid balance due
on the date of Loewen Acquisition's Chapter 11 filing was
$1,022,083.39 and the unpaid balance due without interest on
September 3, 1999, after payment of the LC, was $13,749.90
($$1,022,083.39 minus $1,008,333.40).

Mrs. Lovette also explains that Wachovia made three reductions
in Mrs. Lovettes' collateral (the LC) after the date of the last
payment, post-petition.

Mrs. Lovette tells the Court that for each reduction in the LC,
Debtor received a corresponding credit or payment by Wachovia
(the face amount of the LC was reduced) at her expense while she
received no payment or benefit in exchange for the reductions.

In addition, Mrs. Lovette claims legal expense of $250,000.00 in
the collection of the balance of the LC.

In summary Mrs. Lovette claims Administrative Expense, pursuant
to section 503(b)(1), as follows:

(A) 507(a)(1) Claim

     Face amount of secured indebtedness:
      June 1, 1999                                $1,022,083.39
     Interest from date of default
      (August 7, 1999) to date of draw
       on LC (September 3, 1999)                       6,426.52
                                                  -------------
            Total claim - September 3, 1999       $l,028,509.91
     Less: Payment on September 3, 1999 from LC    1,008,333.40
                                                  -------------
                                                    $ 20,176.51

(B) Additional expenses of collection

    Actual out of pocket expenses of collection   $333.40
    Attorney fees N.C.G.S.section 6-21.2(2)       $153,312.51

    Total additional expenses of collection       $153,645.91
                                                  ------------

                 Total administrative claim       $l73,822.42
(Loewen Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LOG ON AMERICA: Nasdaq Grants Hearing to Review Determination
-------------------------------------------------------------
Log On America, Inc. (Nasdaq: LOAX) announced that it has been
granted a formal, in-person hearing, scheduled for September 13,
2001, before the Nasdaq Listing Qualifications Panel to review
the staff determination.

The company received a Nasdaq staff determination indicating
that the company failed to comply with the minimum bid price
requirements for continued listing set forth in the marketplace
rule 4450(a)(5).

The company also received a notice of additional deficiency
indicating that it has failed to comply with the net tangible
assets, shareholders equity, market capitalization total assets
and total revenue requirements set forth in Nasdaq Market Place
Rules 4450(a)(03) and 4450(b)(01); therefore, the securities are
subject to delisting from the Nasdaq National Market.

After a complete review of the company's position, there can be
no assurance that the panel will grant the company's request for
continued listing.

The request for a formal hearing stays the delisting of the
company's securities pending the panel's decision. The hearing
date has been scheduled for September 13, 2001.

David R. Paolo, Log On America's Chairman and CEO stated, "Log
On America has been a reliable provider in the commercial
Internet services market for close to a decade. Demand for our
products and services remain strong and we will continue to
drive revenue growth that will contribute the necessary
margin to achieve positive EBITDA by year's end. We intend to
maintain our common stock on the Nasdaq National Market. Should
Nasdaq delist our common stock from the National Market, it
would have no affect on our ability to service our customers and
we will attempt to have our common stock listed on the OTC
Bulletin Board."

Log On America is a full service provider of business
communication technologies. It delivers a unique end-to-end
customer experience from consultation through professional
managed services. Its core services include: Business Telephone
& Voicemail Systems, High-speed Internet Access, Website
Creation & Hosting, Integrated Voice & Data Services, Server
Collocation, Niche ASP Applications, Managed Service Level
Agreements, and Network Consultancy, Architecture &
Implementation (LAN,WAN,VPN).


MB QUART: Rockford Acquires Assets & Assumes US Units' Debts
------------------------------------------------------------
Rockford Corporation (Nasdaq: ROFO) has reached a definitive
agreement with Dr. Werner Schreiber, a receiver under German
bankruptcy law, to acquire substantially all of the assets of MB
Quart Akustik GmbH located in Obrigheim, Germany. The purchase
includes all of the stock of MB Quart's US subsidiary, MB Quart
USA, located in Walpole, Massachusetts.

The creditor's committee for MB Quart has approved the
transaction and the completion date is expected to be on or
about September 12, 2001. The acquisition will be effective as
of September 1, 2001.

MB Quart is a worldwide leader in the development, engineering
and manufacturing of loudspeaker products and technologies
primarily for the car audio market. MB Quart's products are
positioned to sell at premium price points and thus complement
Rockford's existing position in the moderate and better markets.

Rockford expects the acquisition to add approximately $23
million in annual revenue and be accretive to earnings in the
range of $0.05 to $0.07 in 2002.

Rockford disclosed that the purchase price for the MB Quart
assets would be approximately $6 million, plus the assumption of
$1 million of indebtedness of the US subsidiary. This purchase
price is significantly below the estimated book value of the
assets, which is approximately $15.7 million.

Gary Suttle, president and chief executive officer of Rockford
said, "We are extremely pleased to add the MB Quart brand, which
carries excellent consumer recognition and acceptance, to our
product offering. Further, this purchase carries significant,
complementary and proprietary advantages in terms of
distribution and technology. Although the consumer electronics
retail sector faces difficulties over the near term, this
transaction and our other initiatives continue to position
Rockford for future improvements in the retail sector."

Martin Troche, general manager of MB Quart said, "I have no
doubt that joining Rockford will enable MB Quart to complete its
turnaround strategy and achieve its potential both in the United
States and in Europe. As a best of class manufacturer, we are
extremely pleased to be joining forces with one of the world's
best known and respected companies in the car audio market."

Rockford also stated that its current business trend remains on
plan and it continues to be cautiously optimistic that it will
report third quarter sales in the range of $35 to $37 million
and third quarter diluted earnings per share in the range of
$0.15 to $0.16, in line with analysts' expectations and
Rockford's prior guidance.

Rockford is a designer, manufacturer and distributor of high-
performance audio systems for the mobile, professional, and home
theatre audio markets. Rockford's mobile audio products are
marketed under the Rockford Fosgate and Lightning Audio and Q-
Logic brand names. Rockford's professional audio and home
theatre products are marketed under the Hafler and Fosgate
Audionics brand names.


NEW CENTURY: Falls Short of Nasdaq Minimum Bid Price
----------------------------------------------------
New Century Equity Holdings Corp. (Nasdaq: NCEH) received notice
from The Nasdaq Stock Market, Inc. that the Company has failed
to maintain a minimum bid price of at least $1.00 over the prior
30 consecutive trading days as required by Nasdaq Marketplace
Rules.

The Company will be provided 90 days, or until December 3, 2001,
to regain compliance with the rules.

If New Century is unable to demonstrate compliance with the
Nasdaq rules by December 3, 2001, its common stock will be
subject to delisting from the Nasdaq National Market. The
Company is considering all appropriate responses to Nasdaq
regarding the possible delisting.

New Century Equity Holdings Corp. (Nasdaq: NCEH) is a holding
company focused on high growth, technology-based companies and
investments. The Company's holdings include its wholly owned
operation, FIData, Inc., and its investments in Coreintellect,
Inc., Princeton eCom Corporation and Tanisys Technology, Inc.
FIData --  http://www.fidata.com -- provides instant online  
loan approval products and services to the financial services
industry.

New Century Equity Holdings Corp. -
http://www.newcenturyequity.com- is  the lead investor in  
Coreintellect - http://www.coreintellect.com-- a developer and  
marketer of Internet-based solutions that acquire, filter and
disseminate business-critical knowledge and information,
Princeton eCom - http://www.princetonecom.com- a leading  
application service provider for electronic and Internet bill
presentment and payment solutions and Tanisys Technology --
http://www.tanisys.com-- a developer and marketer of  
semiconductor testing equipment.

New Century Equity Holdings Corp. is headquartered in San
Antonio, Texas.


NEXTWAVE: Licenses Reactivated, Subject to Litigation Results
-------------------------------------------------------------
The United States Court of Appeals for the District of
Columbia Circuit issued the mandate implementing its holding
that Section 525 of the Bankruptcy Code prevented the
cancellation of licenses held by NextWave Personal  
Communications Inc. and NextWave Power Partners Inc.

Accordingly, the Wireless Telecommunications Bureau will update
its licensing records to reflect the court's mandate.

The United States and the Commission have indicated their
intention to ask the Supreme Court of the United States to
review the D.C. Circuit decision.

In addition, related litigation is pending in the Bankruptcy
Court for the Southern District of New York, Case No. 98 B 21529
(ASH); and there are potential or ongoing related regulatory
proceedings before the Commission.

These litigation and/or regulatory matters may affect the status
of the involved licenses.

The Wireless Telecommunications Bureau will separately address
the status of affected Auction No. 35 license applications and
associated payments.


OWENS CORNING: Seeks to Reject 4 Unexpired Real Property Leases
---------------------------------------------------------------
In the ordinary course of their business, Owens Corning
lease nonresidential real property at hundreds of locations
across the United States.  Under the leases, the Debtors are
obligated to pay rent, as well as insurance and maintenance of
property and related charges.

The Debtors have determined that these costs constitute an
unnecessary drain on their cash resources and by rejecting the
lease, the Debtors will avoid unnecessary administrative charges
that provide no tangible benefit to the Debtors' estates,
creditors or interest holders.  

The Debtors believe that the leases are unmarketable and they
would be unable to obtain any meaningful value for the leases
through assumption and assignment.

Thus, the Debtors seek to reject four unexpired lease
agreements with:

   a) Liberty Property Trust in Jacksonville, Florida

   b) Public Investment Corporation in Bloomington, Indiana

   c) M.D. Hodges Enterprises, Inc., in Atlanta, Georgia

   d) John Manley in New York, New York

The Debtors have determined that the rejection of these leases
is in the best interest of their estates, creditors and interest
holders.

After finding that the relief requested by the Debtors is in the
best interest of the Debtors, their estates, creditors and other
parties-in-interest, and that god and sufficient cause exists,
Judge Fitzgerald orders the rejection of the leases. (Owens
Corning Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


PACIFIC GAS: Gets Okay to Hire Rothschild as Financial Advisor
--------------------------------------------------------------
Pacific Gas and Electric Company sought and obtained the Court's
authority, pursuant to Section 327(a) of the Bankruptcy Code and
Rule 2014 of the Federal Rules of Bankruptcy Procedure to employ
Rothschild Inc. as its investment banker and financial advisor,
effective July 25, 2001.

PG&E has determined that the services of Rothschild Inc. are
necessary in order to enable it to execute its duties as debtor
in possession. The Debtor has selected Rothschild for the
excellent reputation of the firm and its senior professionals
for providing high quality financial advisory services to
debtors and creditors in bankruptcy reorganizations and other
debt restructurings.

Rothschild and/or its current professionals have extensive
experience working with financially troubled companies in
complex financial restructurings out of court and in chapter 11
cases.

The Debtor seeks the Court's approval of its retention of
Rothschild, pursuant to the terms of the engagement letter dated
July 25, 2001 (the Rothschild Agreement). Pursuant to the
Agreement, the services to be provided by Rothschild in these
cases include:

(a) Financial Advisory Services;

(b) Restructuring Services;

     In the Debtor's pursuit of a Restructuring, Rothschild
     will:

     (1) provide financial advice and assistance to the Debtor
         in developing and seeking approval of a reorganization
         plan, which may be a plan under chapter 11 of the
         Bankruptcy Code,

     (2) evaluate the Debtor's debt capacity in light of its
         projected cash flows and assist in the determination of
         an appropriate capital structure for the Debtor,

     (3) if requested by the Debtor, provide financial advice
         and assistance to the Debtor in structuring any new
         securities to be issued under the Plan,

     (4) assist the Debtor and its other professionals in
         determining a range of values for the Debtor and any
         securities that the Debtor offers or proposes to offer
         in connection with the Plan or other transaction,

     (5) if requested by the Debtor, assist the Debtor and/or
         participate in meetings and negotiations with entities
         or groups affected by the Plan, including, without
         limitation, the Debtor's Board of Directors, any
         current or prospective creditor, holders of equity
         interests in, or claimants against the Debtor and/or
         their respective representatives in connection with the
         Plan or other transaction;

     (6) if requested by the Debtor, participate in hearings
         before the Bankruptcy Court, the California Public
         Utilities Commission and legislative bodies with
         respect to the matters upon which Rothschild has
         provided advice, including, as relevant, coordinating
         with Debtor's counsel with respect to testimony in
         connection therewith; and

     (7) render such other financial advisory and investment
         banking services as may be agreed upon by Rothschild
         and the Debtor in connection with the foregoing.

Subject to and conditioned upon the submission of interim and
final applications in accordance with Sections 330 and 331 of
the Bankruptcy Code, and the Court's approval, Rothschild will
be entitled to the following fees for its services:

(a) Monthly Advisory Fees

     Rothschild will be entitled to monthly financial advisory
     fees of (i) $350,000 for each of the first two months of
     the engagement, (ii) $300,000 for the third month, (iii)
     $250,000 for the fourth month, and (iv) $200,000 for each
     month thereafter so long as the engagement continues,
     payments of which shall be due and paid by the Debtor in
     accordance with orders of the Bankruptcy Court governing
     payment of professionals.

     The monthly fees will be deemed to have been earned (i) in
     the case of the initial monthly advisory fee, on the date
     of the Rothschild Agreement and (ii) in the case of each
     subsequent monthly advisory fee, on the corresponding
     monthly anniversary of the Rothschild Agreement.

(b) Transaction Fees

     Upon the substantial consummation of (i) a Plan, or (ii) a
     sale of all or substantially all of the Debtor's assets or
     equity interests under Section 363 of the Bankruptcy Code,
     Rothschild shall be entitled to a $20,000,000 transaction   
     fee.

     In no event shall Rothschild be entitled to more than
     $20,000,000 as a Transaction Fee.

(c) Additional Fees

     To the extent the Debtor requests Rothschild to perform
     additional services not contemplated by the Rothschild
     Agreement, Rothschild will be entitled to such additional
     fees as shall be mutually agreed upon by the Debtor and
     Rothschild in writing, subject to the prior approval and
     authorization of this Court.

Pursuant to Sections 330 and 331 of the Bankruptcy Code and
Bankruptcy Rule 2016, Rothschild intends to file interim and
final applications for allowance of the Monthly Advisory Fees,
Transaction Fee and reimbursement of its reasonable expenses (as
set forth below) in respect of its services.

Rothschild also shall be entitled to monthly reimbursement of
its travel and reasonable out-of-pocket expenses incurred in
connection with its activities under or contemplated by the
Rothschild Agreement.

David L. Resnick, a Managing Director of Rothschild declares
that neither he nor Rothschild nor any member or employee of
Rothschild who will be active in the matter has any connection
with, interest adverse to, the Debtor, its creditors, or any
other party in interest, or their respective attorneys or
accountants in the matters for which Rothschild is proposed to
be retained.

Mr. Resnick recognizes that Resnick may perform or may have
performed services for, or maintained other commercial or
professional relationships with, certain creditors of the Debtor
and various other parties adverse to the Debtor in matters
unrelated to the PG&E chapter 11 cases. Mr. Resnick tells the
Court that Rothschild has undertaken a detailed search to
determine, and to disclose, whether it is performing or has
performed services for any significant creditor, equity security
holder or insider in such matters. In particular, Mr. Resnick
submits to the Court the following list of the entities that, as
indicated by review by Rothschild's conflicts check system have
been employing by or currently is employing Rothschild in
matters unrelated to the PG&E chapter 11 cases: ABB EV, ABN
AMRO, BP, Calpine, Chevron, Citibank, Coastal Energy L.P.,
Deutsche Bank, Dresdner Bank, Duke Energy, Dynegy, El Paso,
Enron, Gaylord Container Corp., General Electric, Metropolitan
Life, Mirant, Reliant Energy, Sempra Energy, Societe Generale,
TXU Corp., UBS Westinghouse Electric Co. LLC.

Mr. Resnick covenants that if Rothschild discovers additional
information that requires disclosure, Rothschild will file a
supplemental disclosure with the Court as required by Bankruptcy
Rule 2016.

Mr. Resnick believes that Rothschild is a "disinterested person"
as that term is defined in section 101(14) of the Bankruptcy
Code, as modified by Section 1107(b) of the Bankruptcy Code.

The Debtor represents that the appointment of Rothschild on the
terms and conditions set forth herein is in the best interest of
the Debtor, its estate, its creditors, and all parties in
interest. (Pacific Gas Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PILLOWTEX: Will Honor $16MM in Prepetition Customer Obligations
---------------------------------------------------------------
Pillowtex Corporation has certain outstanding pre-petition
obligations to their customers.  Given the critical nature of
the Debtors' relationships with their customers and the
importance of these relationships to the Debtors' business and
reorganization efforts, the Debtors sought and obtained
authority to honor or pay certain Customer Obligations on a
Post-petition basis.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, discloses that the cost of
honoring or paying all Customer Obligations will be
approximately $16,000,000.  These Customer Obligations include
these general categories:

    (A) Incentive Arrangements -- Under these arrangements with
        customers, the Debtors:

        (1) provide "opening order" discounts to customers who
            purchase the Debtors' products to stock first-time
            inventory at a new store,

        (2) provide "new color" discounts to customers who
            purchase new products and

        (3) provide "event" subsidies to customers who
            temporarily reduce retail sale prices of the
            Debtors' products.

        The aggregate amount owed to customers for the Incentive
        Obligations as of the Petition Date was approximately
        $7,200,000.

    (B) Promotional Arrangements -- Under a variety of product-
        placement and advertising arrangements, the Debtors make
        payments to customers:

        (1) for placement of the Debtors' products in certain
            prime shelf location or in-store displays and

        (2) to subsidize the customers' advertising costs
            related to the Debtors' products.

        Approximately $6,800,000 was owed to the customers for
        the Promotional Arrangements as of the Petition Date.

    (C) Credits -- Certain of the Debtors' customers hold
        pre-petition claims, or contingent pre-petition claims
        against the Debtors for refunds, adjustments, product
        returns or exchanges, discounts offered in lieu of
        product returns and other credits.  The Debtors estimate
        that, as of the Petition Date, the aggregate amount of
        Credits was approximately $2,000,000.

In addition, the Debtors also obtained authority to continue
honoring or paying all obligations to customers post-petition.
The Debtors, Mr. Sudell assures the Court, have sufficient cash
reserves, together with access to sufficient DIP financing, to
pay all Customer Obligations. (Pillowtex Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PSINET: Secures Approval to Assume 10 Amended Employment Pacts
--------------------------------------------------------------
PSINet, Inc. sought and obtained the Court's approval, pursuant
to 11 U.S.C. sections 105 and 365(a) and Bankruptcy 2002 and
6006, to amend and assume as amended, the Employment Agreements
between PSINet and ten Executives:

      * Harry Hobbs,
      * Lawrence E. Hyatt,
      * Kathleen B. Horne,
      * David J. Kramer,
      * Lota Zoth,
      * Brian Geoghegan,
      * Kathleen J. Haithcock,
      * John Kraft,
      * Mark S. Fedor and
      * Mitchell D. Levinn.

Each of the Employment Agreements (with the exception of the
agreement for John Kraft) was entered into originally in the
fall of 2000 or early in 2001, and each was amended in April or
May 2001 by PSINet to address various concerns that would arise
in the context of the impending PSINet bankruptcy. These
amendments included:

(a) increasing salary to reflect bonus as part of base salary
     (bonuses for the Executives were generally viewed as an
     element of base compensation and prior performance targets
     were unlikely to apply in bankruptcy) and to compensate the
     Executives for the added responsibilities they were taking
     on and for the loss of the option component of their salary
     structure (historically, a significant component of the
     Executive's compensation was option-based);

(b) revising the severance provisions - in some instances
     increasing the period over which severance would have to be
     paid, in some instances decreasing it - but making
     severance payments more certain;

(c) providing a retention component to encourage the Executives
     to remain with PSINet through the reorganization process;
     and

(d) creating deal and confirmation bonuses to provide
     incentives for the Executives to maximize the recoveries of
     PSINet for its stakeholders.

John Kraft's Employment Agreement was entered into in May 2001
and was structured largely along the lines of the other
executive's Employment Agreements as amended in April or May
2001. Kraft had been an employee of PSINet until March 2001,
when he (like many other executives of PSINet) left the company
for other opportunities.

Prior to the bankruptcy filing by the Debtors, PSINet discussed
these matters with counsel for the ad hoc committee of PSINet
bondholders. Since the appointment of the Committee, PSINet
negotiated with the Committee over further amendments to the
terms of the Employment Agreements. The Committee has indicated
that it has no objection to the assumption of the Employment
Agreements, as amended.

The Debtors believe that the retention of the Executives by
PSINet under the terms and conditions of the Employment
Agreements will be in its best interests, in the long run,
whether PSINet is reorganized or sold.

The Debtors tell Judger Gerber that the management team covered
by the Employment Agreements has been working long hours under
difficult conditions to stabilize the Debtors' operations, cut
costs, dispose of assets, develop a cash-neutral business plan
and, most importantly, maximize returns for the Debtors'
creditors. In light of the added burdens assumed by the
management team, coupled with the employment opportunities
available to each of them, the Debtors believe that every effort
should be made to provide the incentives necessary to keep the
current management team in place.

For these reasons, the Debtors believe that it is imperative
that the Employment Agreements be amended and be assumed as
amended. Such assumption, the Debtors submit, satisfies the
business judgment standard and is in the best interests of the
Debtors' estates.

The material terms of the Employment Agreements as amended are
summarized as follows:

(A) Harry Hobbs

     The Employment Agreement, by and between PSINet and Harry
     Hobbs, dated November 6, 2000, was amended on April 20 and
     30, 2001, and further amended pursuant to the approval of
     the motion.

     * Under the Hobbs Agreement, as amended on April 30, 2001:

         Hobbs is employed as the President and Chief Executive
         Officer of PSINet.

         In this capacity, Hobbs is compensated with an annual
         salary of $800,000.

         PSINet paid Hobbs a first retention payment of $350,000
         on April 30, 2001. Under certain circumstances, Hobbs
         could be required to repay the first retention payment
         to PSINet.

         A second retention payment in the amount of $350,000
         would be payable on April 30, 2002, if Hobbs is still
         employed at that time.

         If Hobbs' employment is terminated by PSINet other than
         for cause, PSINet would be obligated to pay to Hobbs a
         severance payment in an amount equal to two years' base
         salary plus the second retention payment.

         Hobbs would also be entitled to a bonus equal to 0.4%
         of any Sale Proceeds and any Confirmation Proceeds.

         (The term "Sale Proceeds" applies to (a) a merger,
         consolidation or other business combination of PSINet
         or any subsidiary in which more than 50% of the voting
         power is transferred or (b) the sale, lease or other
         disposition, by PSINet or any subsidiary, of any
         material assets of PSINet or any of its subsidiaries to
         any person other than to an entity whose equity
         securities are more than 50% owned by PSINet. Sale
         Proceeds is the sum of all of the following: cash  
         consideration payable or paid to PSINet, funded
         indebtedness that the purchaser assumes, non-cash
         consideration payable or paid to PSINet, 50% of the
         amount of any cash consideration placed in an escrow
         account and 50% of the amount of any deferred payments.

         The term "Confirmation Proceeds" applies to the
         confirmation of a plan of reorganization of PSINet.
         Confirmation Proceeds is the sum of cash consideration
         and the value of non-cash consideration to be
         distributed to holders of claims against PSINet.)

     * Pursuant to this motion, the Hobbs Agreement will be
       further amended and restated as follows:

         (1) the second retention payment for Hobbs will be
             reduced to $175,000 (and will be prorated if the
             termination occurs prior to April 30, 2002),

         (2) the severance payment for Hobbs will be reduced to
             one year's base salary,

         (3) the Sale Bonus will apply to Sale Proceeds only to
             the extent that such proceeds exceed $150,000,000
             and will be paid at a rate of 0.36%,

         (4) "Sale Proceeds" will be limited in certain
             instances to the proceeds actually paid from a non-
             debtor subsidiary to a debtor company and assumed
             liabilities will count as "Sale Proceeds" only to
             the extent that the assumed liabilities would have
             been postpetition, administrative expenses of a
             debtor in this proceeding,

         (5) no Confirmation Bonus will be paid, and

         (6) the Sale Bonus will be "capped" at a maximum of
             $360,000.

(B) Lawrence E. Hyatt

     The Employment Agreement, by and between PSINet and
     Lawrence E. Hyatt, dated November 6, 2000, was amended on
     April 30, 2001, and further amended pursuant to the motion.

     * Under the Hyatt Agreement, as amended in April 2001:

         Hyatt is employed as the Chief Restructuring Officer
         and Chief Financial Officer of PSINet.

         In these capacities, Hyatt is compensated with an
         annual salary of $650,000. PSINet paid Hyatt a first
         retention payment of $300,000 on April 30, 2001. Under
         certain circumstances, Hyatt could be required to repay
         the first retention payment to PSINet.

         A second retention payment in the amount of $300,000
         would be payable on April 30, 2002, if Hyatt is still
         employed at that time.

         If Hyatt's employment is terminated by PSINet other
         than for cause, PSINet would be obligated to pay to
         Hyatt a severance payment in an amount equal to two
         years' base salary plus the second retention payment.

         Hyatt would also be entitled to a bonus equal to 0.3%
         of any Sale Proceeds and any Confirmation Proceeds.

     * Pursuant to this motion, the Hyatt Agreement will be
       further amended and restated as follows:

         (1) the second retention payment for Hyatt will be
             reduced to $150,000 (and will be prorated if the
             termination occurs prior to April 30, 2002),

         (2) the severance payment for Hyatt will be reduced to
             one year's base salary,

         (3) the Sale Bonus will apply to Sale Proceeds only to
             the extent that such proceeds exceed $150,000,000
             and will be paid at a rate of 0.22%,

         (4) "Sale Proceeds" will be limited in certain
             instances to the proceeds actually paid from a non-
             debtor subsidiary to a debtor company and assumed
             liabilities will count as "Sale Proceeds" only to
             the extent that the assumed liabilities would have
             been postpetition, administrative expenses of a
             debtor in this proceeding,

         (5) no Confirmation Bonus will be paid, and

         (6) the Sale Bonus will be "capped" at a maximum of
             $220,000.

(C) Kathleen B. Horne

     The Employment Agreement, by and between PSINet and
     Kathleen B. Horne, dated November 16, 2000, was amended on
     February 2, 2001, and April 30, 2001, and further amended
     in connection with the motion.

     * Under the Horne Agreement, as amended in April 2001:

         Horne is employed as an Executive Vice President and
         the General Counsel of PSINet.

         Horne is compensated with an annual salary of $600,000.

         PSINet paid Horne a first retention payment of $275,000
         on April 30, 2001. Under certain circumstances, Horne
         could be required to repay the first retention payment
         to PSINet.

         A second retention payment in the amount of $275,000
         would be payable on April 30, 2002, if Horne is still
         employed at that time. If Horne's employment is
         terminated by PSINet other than for cause, PSINet would
         be obligated to pay to Horne a severance payment in an
         amount equal to two years' base salary plus the second
         retention payment.

         Horne would also be entitled to a bonus equal to 0.25%
         of any Sale Proceeds and any Confirmation Proceeds.

     * Pursuant to this motion, the Horne Agreement will be
       further amended and restated as follows:

         (1) the second retention payment for Horne will be
             reduced to $137,500 (and will be prorated if the
             termination occurs prior to April 30, 2002),

         (2) the severance payment for Horne will be reduced to
             one year's base salary,

         (3) the Sale Bonus will apply to Sale Proceeds only to
             the extent that such proceeds exceed $150,000,000
             and will be paid at a rate of 0.17%,

         (4) "Sale Proceeds" will be limited in certain
             instances to the proceeds actually paid from a non-
             debtor subsidiary to a debtor company and assumed
             liabilities will count as "Sale Proceeds" only to
             the extent that the assumed liabilities would have
             been postpetition, administrative expenses of a     
             debtor in this proceeding,

         (5) no Confirmation Bonus will be paid, and

         (6) the Sale Bonus will be "capped" at a maximum of
             $170,000.

(D) David J. Kramer

     The Employment Agreement, by and between PSINet and David
J. Kramer, dated November 13, 2000, was amended on 12 February,
2001, and May 3, 2001, and further amended in connection with
this motion.

     * Under the Kramer Agreement, as amended in May 2001:

         Kramer is employed as a Senior Vice President and the
         Deputy General Counsel of PSINet.

         Kramer is compensated with an annual salary of
         $375,000.

         PSINet paid Kramer a first retention payment of
         $135,000 in early May 2001. Under certain
         circumstances, Kramer could be required to repay the
         first retention payment to PSINet.

         A second retention payment in the amount of $135,000
         would be payable on May 7, 2002, if Kramer is still
         employed at that time. If Kramer's employment is
         terminated by PSINet other than for cause, PSINet would
         be obligated to pay to Kramer a severance payment in an
         amount equal to one year's base salary plus the second
         retention payment.

         Kramer would also be entitled to a bonus equal to 0.1%
         of any Sale Proceeds and any Confirmation Proceeds.

     * Pursuant to this motion, the Kramer Agreement will be
       further amended and restated as follows:

         (1) the second retention payment for Kramer will be
             reduced to $67,500 (and will be prorated if the
             termination occurs prior to May 7, 2002),

         (2) the Sale Bonus will apply to Sale Proceeds only to
             the extent that such proceeds exceed $150,000,000,

         (3) "Sale Proceeds" will be limited in certain
             instances to the proceeds actually paid from a non-
             debtor subsidiary to a debtor company and assumed
             liabilities will count as "Sale Proceeds" only to
             the extent that the assumed liabilities would have
             been postpetition, administrative expenses of a
             debtor in this proceeding,

        (4) no Confirmation Bonus will be paid, and

        (5) the Sale Bonus will be "capped" at a maximum of
            $100,000.

(E) Lota Zoth

     The Employment Agreement, by and between PSINet and Lota
Zoth, dated November 13, 2000, was amended on May 3, 2001, and
further amended in connection with this motion.

     * Under the Zoth Agreement, as amended in May 2001:

         Zoth is employed as a Senior Vice President and the
         Corporate Controller of PSINet.

         Zoth is compensated with an annual salary of $285,000.

         PSINet paid Zoth a first retention payment of $110,000
         in early May 2001. Under certain circumstances, Zoth
         could be required to repay the first retention payment
         to PSINet.

         A second retention payment in the amount of $110,000
         would be payable on May 7, 2002, if Zoth is still
         employed at that time. If Zoth's employment is
         terminated by PSINet other than for cause, PSINet would
         be obligated to pay to Zoth a severance payment in an
         amount equal to one year's base salary plus the second
         retention payment.

         Zoth would also be entitled to a bonus equal to 0.1% of
         any Sale Proceeds and any Confirmation Proceeds.

     * Pursuant to this motion, the Zoth Agreement will be
       further amended and restated as follows:

        (1) the second retention payment for Zoth will be
            reduced to $55,000 (and will be prorated if the
            termination occurs prior to May 7, 2002),

        (2) the Sale Bonus will apply to Sale Proceeds only to
            the extent that such proceeds exceed $150,000,000
            and will be paid at a 0.05% rate,

        (3) "Sale Proceeds" will be limited in certain instances
            to the proceeds actually paid from a non-debtor
            subsidiary to a debtor company and assumed
            liabilities will count as "Sale Proceeds" only to
            the extent that the assumed liabilities would have
            been postpetition, administrative expenses of a
            debtor in this proceeding,

       (4) no Confirmation Bonus will be paid, and

       (5) the Sale Bonus will be "capped" at a maximum of
           $50,000.

(F) Brian Geoghegan

     The Employment Agreement, by and between PSINet and Brian
     Geoghegan, dated November 9, 2000, was amended on May 3,
     2001, and further amended in connection with this motion.

     * Under the Geoghegan Agreement, as amended in May 2001:

         Geoghegan is employed as a Vice President and Associate
         General Counsel of PSINet.

         Geoghegan is compensated with an annual salary of
         $285,000.

         PSINet paid Geoghegan a first retention payment of
         $100,000 in early May 2001. Under certain
         circumstances, Geoghegan could be required to repay the
         first retention payment to PSINet.

         A second retention payment in the amount of $100,000
         would be payable on May 7, 2002, if Geoghegan is still
         employed at that time.

         If Geoghegan's employment is terminated by PSINet other
         than for cause, PSINet would be obligated to pay to
         Geoghegan a severance payment in an amount equal to one
         year's base salary plus the second retention payment.

         The Geoghegan Agreement does not provide for a deal
         bonus or a confirmation bonus.

     * Pursuant to this motion, the Geoghegan Agreement will
       include the terms set forth above, except that the
       severance payment for Geoghegan will be reduced to eight
       months' base salary.

(G) Kathleen J. Haithcock

     The Employment Agreement, by and between PSINet and
     Kathleen J. Haithcock, dated November 13, 2000, was amended
     on May 3, 2001, and further amended in connection with this
     motion.

     * Under the Haithcock Agreement, as amended in May 2001:

         Haithcock is employed as Vice President, Human
         Resources of PSINet.

         Haithcock is compensated with an annual salary of
         $210,000.

         PSINet paid Haithcock a first retention payment of
         $80,000 in early May 2001. Under certain circumstances,
         Haithcock could be required to repay the first
         retention payment to PSINet.

         A second retention payment in the amount of $80,000
         would be payable on May 7, 2002, if Haithcock is still
         employed at that time.

         If Haithcock's employment is terminated by PSINet other
         than for cause, PSINet would be obligated to pay to
         Haithcock a severance payment in an amount equal to one
         year's base salary plus the second retention payment.

         The Haithcock Agreement does not provide for a deal
         bonus or a confirmation bonus.

     * Pursuant to this motion, an amended and restated
       Haithcock Agreement will include the terms set forth
       above, except that the severance payment for Haithcock
       will be reduced to eight months' base salary.

(H) Mark S. Fedor

     TheEmployment Agreement, by and between PSINet and Mark S.
     Fedor, dated January 1, 2001, was amended on May 3, 2001,
     and further amended in connection with this motion.

     * Under the Fedor Agreement, as amended in May 2001:

         Fedor is employed (part-time) as Senior Vice President,
         Engineering of PSINet.

         Fedor is compensated with an annual salary of $150,000.

         PSINet paid Fedor a first retention payment of $50,000
         in early May 2001. Under certain circumstances, Fedor
         could be required to repay the first retention payment
         to PSINet.

         A second retention payment in the amount of $50,000
         would be payable on May 7, 2002, if Fedor is still
         employed at that time.

         If Fedor's employment is terminated by PSINet other
         than for cause, PSINet would be obligated to pay to
         Fedor a severance payment in an amount equal to one
         year's base salary plus the second retention payment.

         The Fedor Agreement does not provide for a deal bonus
         or a confirmation bonus.

     * Pursuant to this motion, an amended and restated Fedor
       Agreement will include the terms set forth above, except
       that the severance payment for Fedor will be reduced to
       eight months' base salary.

(I) Mitchell D. Levinn

     The Employment Agreement, by and between PSINet and Mark S.
     Fedor, dated November 13, 2000, was amended on May 3, 2001,
     and further amended in connection with this motion.

     * Under the Levinn Agreement, as amended in May 2001,

         Levinn is employed as Senior Vice President, Technology
         Office of PSINet.

         Levinn is compensated with an annual salary of
         $250,000.

         PSINet paid Levinn a first retention payment of $80,000
         in early May 2001. Under certain circumstances, Levinn
         could be required to repay the first retention payment
         to PSINet.

         A second retention payment in the amount of $80,000
         would be payable on May 7, 2002, if Levinn is still
         employed at that time.

         If Levinn's employment is terminated by PSINet other
         than for cause, PSINet would be obligated to pay to
         Levinn a severance payment in an amount equal to one
         year's base salary.

         The Levinn Agreement does not provide for a deal bonus
         or a confirmation bonus.

     * Pursuant to this motion, an amended and restated Levinn
       Agreement will include the terms set forth above, except
       that the severance payment for Levinn will be reduced to
       eight months' base salary.

(J) John Kraft

     The Employment Agreement, by and between PSINet and John
     Kraft, entered into in early May 2001, was amended in
     connection with this motion.

     * Under the Kraft Agreement entered into in early May 2001,

         John Kraft accepted employment as Executive Vice
         President of PSINet, President and Chief Operating
         Officer, U.S. Organization.

         In this capacity, Kraft is compensated with an annual
         salary of $350,000. Kraft also received a signing bonus
         in the amount of $135,000. Under certain circumstances,
         Kraft may be required to repay the signing bonus to
         PSINet.

         A retention payment in the amount of $135,000 will be
         payable in May 2002, if Kraft is still employed at that
         time.

         If Kraft is terminated by PSINet other than for cause,
         PSINet is obligated to pay to Kraft a severance payment
         equal to one year's salary plus the retention payment.

         The Kraft Agreement does not provide for a deal bonus
         or a confirmation bonus.

     * Pursuant to this motion, an amended and restated Kraft
       Agreement will include the terms set forth above, except
       that the severance payment for Kraft will be reduced to
       eight months' base salary. (PSINet Bankruptcy News, Issue
       No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


REGAL CINEMAS: Will File Voluntary Prepackaged Chapter 11 Case
--------------------------------------------------------------
Regal Cinemas, Inc., the nation's largest film exhibitor,
announced that it commenced the solicitation of votes of holders
of its subordinated debt and other general unsecured claims in
connection with a restructuring of the Company's debt. Assuming
receipt of the required acceptances, the Company intends to
commence a voluntary prepackaged Chapter 11 case under the
Bankruptcy Code within the next 45 days.

"After careful evaluation of various restructuring and
recapitalization alternatives, we concluded that a consensual
prepackaged reorganization under Chapter 11 presents the most
effective means to restructure the Company's debt, strengthen
its capital structure and position Regal to compete effectively
in the film exhibition industry," said Regal Chairman and Chief
Executive Officer Michael Campbell.

"A key feature of the plan is that it will provide general
unsecured creditors with cash payments having an aggregate value
of up to $75 million, which, based on our estimate of claims,
could provide these creditors with a recovery of up to 100% of
their pre-petition claims. This should assure uninterrupted
service of our operations, while also allowing us to maintain
our very valuable vendor relationships."

He said that disclosure statements and ballots were mailed to
holders of Regal's 9-1/2% Senior Subordinated Notes due 2008, 8-
7/8% Senior Subordinated Debentures due 2010 and other general
unsecured claims. In order for their votes to be counted,
ballots from creditors entitled to vote must be received by the
Company's voting agent no later than October 5, 2001.

The Company's proposed restructuring plan reflects terms agreed
upon by the holders of approximately 82.3 % of its senior bank
debt and 93.7 % of its subordinated bonds, who have agreed to
support the plan.

Under the terms of the plan, these senior bank debt holders will
receive payment of accrued and unpaid interest and 100% of
reorganized Regal's common stock, subject to dilution by a new
management incentive plan. Certain of these investors will also
receive payment of certain reasonable costs and expenses
incurred as a result of the restructuring of Regal.

    Under other key terms of the restructuring plan:

    --  Other holders of allowed claims arising under Regal's
        senior credit facility will be paid in full with
        interest.

    --  All holders of the Company's Subordinated Notes will
        receive their pro rata share of cash in the aggregate
        amount of $181,031,250.

    --  General unsecured creditors holding claims in excess of
        $5,000 will receive payments of cash having an aggregate
        value up to $75.0 million, which the Company estimates
        will result in a recovery of up to 100%, depending upon
        the total amount of general unsecured claims.

    --  The Company's general unsecured creditors holding claims
        equal to or less than $5,000 will receive payment in
        full with interest.

Mr. Campbell noted that the Company intends to complete its
reorganization within 60 to 90 days after filing its voluntary
Chapter 11 petition, and that Regal expects to operate its
business in the ordinary course without interruption before and
during the Chapter 11 process.

Founded in November 1989, Regal Cinemas, Inc. is the largest
film exhibitor in the United States. The Company primarily shows
first run movies and currently has 3,898 screens in operation at
338 theatres.


RELIANCE GROUP: Former CEO Steinberg Hires Proskauer As Counsel
---------------------------------------------------------------
Saul P. Steinberg, former chief executive officer of Reliance
Group Holdings, Inc., notifies the Court that he has retained
the law firm of Proskauer Rose, 1585 Broadway, New York City.  
The firm will represent Mr. Steinberg in Reliance's chapter 11
cases or any related adversary proceedings.  Specifically, Mr.
Steinberg will rely on the counsel of Alan B. Hyman Esq., and
Scott K. Rutsky, Esq. (Reliance Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


RESPONSE USA: Enters into Global Settlement with Major Lenders
--------------------------------------------------------------
Response USA, Inc. (OTC: RSPN) announced that it has entered
into a Global Agreement (Agreement) with its major lenders,
McGinn Smith Acceptance Corp. and KeyBank National Association,
certain of its officers and shareholders, Messrs. Jeffrey and
Andrew Queen, and one of its wholly-owned subsidiaries, Health
Watch, Inc. (Health Watch).  

Under the Agreement, Response has agreed to transfer to the
Queens its ownership interest in Health Watch in exchange for
the Queens' direct and indirect ownership interests in Response.  
The Queens indirectly own approximately 46% of the outstanding
capital stock of Response.  

The result is that the operations of Health Watch will no longer
be part of Response's operations.

As part of the separation of Health Watch from Response, certain
assets will be transferred between Health Watch and Response so
that Response will have the assets it needs to continue to
operate its business.  Response retained contracts that generate
approximately 85%-90% of the monthly recurring revenue of the
operations.  

The Agreement also provides for Health Watch personnel to
assist in the transition of certain business operations to
Response, including a transition of the monitoring of the
personal emergency response system contracts.  

In addition, Response will be able to acquire from Health Watch
HW 3000 and HW 6000 personal emergency response systems for a
period of up to seven years.   The Agreement also resolves a
number of disputes between Response and the Lenders.  The
Agreement includes mutual releases and non-competition and non-
solicitation provisions as agreed to by the parties.

The Agreement and the transactions described therein is subject
to approval by the Bankruptcy Court.

Response also announced that, as contemplated by the Agreement,
on August 30, 2001, it and five of its wholly owned subsidiaries
filed voluntarily to reorganize under Chapter 11 of the
Bankruptcy Code to facilitate a comprehensive restructuring and
recapitalization of the company's business.  

Messrs. Robert Rosenfeld and John Forte, who collectively have
over 30 years' experience in corporate restructuring and
turnaround, bankruptcy and other business-related consulting to
companies operating in a wide spectrum of industries including
call monitoring and telecommunications, have been appointed,
pursuant to board resolutions, as Directors and the Chief
Executive Officer and President and Chief Operating Officer,
respectively, of Response and each of its five wholly-owned
subsidiaries.

Management believes that the Agreement and bankruptcy filing
will allow Response to either recapitalize or sell its business
with the oversight of the Bankruptcy Court.  "The Chapter 11
reorganization will enable the Company to conduct its business
in the ordinary course, including the provisions of its services
to more than 40,000 subscribers, while it attempts to
restructure its debt and emerge from Chapter 11 as a reorganized
viable entity.  It is our goal to utilize the strengths of the
Company's resources, as well as the continued financial support
by the Company's outside lenders to move the Company forward,"
said Robert Rosenfeld, newly appointed CEO.  

Response has secured post-petition financing to support its
operations and to evaluate alternative strategies that may
maximize the value of its business. Response is currently in
discussions to retain an investment banker to assist in
evaluating alternative restructuring strategies.

Response is in the business of supplying personal emergency
response monitoring services to customers, including without
limitation, supplying emergency response systems and monitoring
services to such customers.


TANDYCRAFTS: Committee Balks at Employee Retention Program
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Tandycraft,
Inc., et al., wants to see more cost-cutting . . . to a level
necessary to propose a successful reorganization plan.

While the Debtors have taken steps to consolidate operations by
shutting-down their Texas Facility and selling their Facility in
Durango, Mexico, this isn't enough, Michael K. Vild, Esq., at
The Bayard Firm relates.  The Committee sees no need for the
Debtors' Ft. Worth, Texas, offices given that the company's
picture frame manufacturing operations and approximately 60%
major customer are located in Arkansas.

Further, the Committee sees no need to encourage four senior
executives and 50-some key operational employees to stay on-
board when their positions are duplicative and their salaries
are excessive.  The Committee computes that the Retention &
Severance Plan proposed by Tandycrafts will cost nearly $750,000
-- with $600,000 of that payable to the Debtors' top executives,
Chairman & CEO Michael Walsh and President & COO Allan Marrus.  
The Committee points-out that Messrs. Walsh and Marrus each
receive $300,000 annual salaries -- generous at a company
generating around $60 million a year in sales.


TANDYCRAFTS: Lenders Outraged by Management Bonus Proposal
----------------------------------------------------------
Wells Fargo Bank Texas, N.A., for itself and as agent for Bank
One, N.A., object to the Employee Retention and Bonus Program
proposed by Tandycraft, Inc., et al., to the extent that it
contemplates paying $743,333 to four management employees.

William L. Wallander, Esq., at Vinson & Elkins L.L.P., argues
that the Debtors do not provide a business purpose purpose
sufficient to justify the payment, the facts and circumstances
of Tandycrafts' cases make the expense excessive, and that
senior management is already adequately and generously
compensated.  Mr. Wallander directs Judge McKelvie to The Dai-
Ichi Kangyo Bank, Ltd. v. Montgomery Ward Holding Corp., 242
B.R. 147, 153-55 (D. Del. 1999)(debtor must show a sound
business purpose to justify retention bonuses).

Moreover, Mr. Wallander reminds Judge McKelvie, Tandycrafts has
only one souce of cash: Wells Fargo's and Bank One's cash
collateral.  The Banks make it clear that they do not consent to
the Debtors' use of their cash collateral to pay four highly-
compensated officers nearly a quarter-million dollars and they
will resist any attempt to surcharge their collateral for
this unjustifiable expense.


UIH AUSTRALIA: Liquidity Concerns Alert S&P to Junk Ratings
-----------------------------------------------------------
Standard & Poor's lowered its long-term corporate credit rating
on UIH Australia/Pacific Inc. to triple-'C' from single-'B'-
plus, and its debt rating on UIH A/P's US$488 million senior
discount notes due 2006 to triple-'C' from single-'B'.

At the same time, Standard & Poor's lowered its long-term
corporate credit rating on AUSTAR Entertainment Pty Ltd. to
single-'B' from single-'B'-plus, and its debt rating on AUSTAR's
A$400 million bank loan due 2006 to single-'B' from single-'B'-
plus. The ratings on UIH A/P and AUSTAR, and their debt issues,
remain on CreditWatch with negative implications.

The rating adjustment on UIH A/P reflects Standard & Poor's
opinion that the ability of the company to meet its financial
obligations when the US$488 million bonds turn cash-pay in
November 2001 is highly uncertain.

UIH A/P is principally a holding company and, hence, relies on
either AUSTAR dividends as its primary source of cash flow, or
on cash contributions from its parent, United Globalcom Inc.  
(single-'B'-plus/Stable/-). AUSTAR is cash flow negative and not
expected to generate dividends in the short to medium term, and
bondholders have no legal recourse to UIH A/P's parent.

The rating adjustment on AUSTAR reflects liquidity concerns,
potential bank covenant violations, and continued negative
operating cash flows. At this time, AUSTAR is in the process of
refinancing its A$400 million bank loan facility.

Should a new facility or covenant relief not be made available
to the company by Dec. 31, 2001, the covenants governing the
facility may result in it becoming repayable in the first
quarter of 2002. Although the successful refinancing of the bank
facility may alleviate, to some extent, AUSTAR's liquidity
pressures, the company will be challenged to stem its operating
losses in the near term.

Standard & Poor's will continue to monitor AUSTAR's efforts to
refinance the bank loan and expects to resolve the CreditWatch
by the end of October 2001.


URANIUM RESOURCES: Capital Funds May Be Depleted By Late 2002
-------------------------------------------------------------
The financial statements of Uranium Resources Inc. have been
prepared on the basis of accounting principles applicable to a
going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of
business.

Because uranium prices were depressed to a level below the cost
of production, the Company ceased production activities in 1999
at both of its two producing properties. In 1999 and the first
quarter of 2000 the Company monetized all of its remaining long-
term uranium sales contracts and sold certain of its property
and equipment to maintain a positive cash position.

The market price of uranium continues to be below the Company's
cost to produce uranium and the price needed to obtain the
necessary financing to allow development of new production areas
at the Company's South Texas sites.

During 2000, the Company sought to raise funds to permit it to
continue operations until such time uranium prices increase to a
level that will permit the Company to resume mining operations.
In August 2000 and April 2001 the Company completed two private
placements raising an aggregate of $2,835,000 through the
issuance of 33,562,500 shares of common stock and warrants
expiring in August 2005 to purchase an additional 5,625,000
shares of common stock.

As adjusted for the April offering, the exercise price of the
warrants is $0.14 per share. The funds raised in the private
placements are to be used to fund the non-restoration overhead
costs of the Company. The shares issued in the private
placements represent approximately 69% of the outstanding common
stock of the Company. The completion of the private placements
resulted in a significant dilution of the current stockholders'
equity in the Company.

In addition, in October 2000, the Company finalized an agreement
with Texas regulatory authorities and the Company's bonding
company that provided the Company access to up to $2.2 million
in additional funding. Approximately $1,527,000 has been
released to the Company through March 31, 2001 to perform
restoration at the Company's Kingsville Dome and Rosita mine
sites in South Texas. The term of the restoration agreement runs
through the end of 2001.

Assuming that the Company is able to continue funding its
restoration of the Kingsville Dome and Rosita mine sites through
extensions to its agreement with Texas regulatory authorities
and the Company's bonding company, the Company estimates it will
have the funds to remain operating into approximately mid to
late 2002. Additional funds will be required for the Company to
continue operating after that date.

The Company's current agreement with the Texas regulatory
authorities and its bonding company extends through 2001. The
Company cannot guarantee that it will be able to extend such
agreement beyond 2001, or that any extension of the agreement
that is negotiated will contain the same terms and conditions.

The Company would require additional capital resources to fund
the development of its undeveloped properties. There is no
assurance the Company will be successful in raising such capital
or that uranium prices will recover to levels which would enable
the Company to operate profitably. These factors, raise
substantial doubt concerning the ability of the Company to
continue as a going concern.


USCI: Needs Substantial Capital to Fund Operations & Pay Debts
--------------------------------------------------------------
USCI Inc. earned a net profit of $713,004 during the first six
months of 2001 as compared  with a loss of $1,579,808  for the
same period in 2000.  This was primarily due to a 74% decrease
in operating expenses in the first six months of 2001 as
compared to the same period in 2000, and a one-time profit of
$986,303 on the transfer to Celulares Telephonica of 2,100
wireless subscribers during the 2001 period.

Consolidated revenues totaled $1,113,079 for the six months
ended June 30, 2001 and $3,059,958 for six months ended June 30,
2000.  The decline in revenues was attributable to the winding  
down, and ultimate cessation, of the wireless telephone service
operations of Ameritel which reported revenues of $618,138
during the 2001 period as compared to $3,057,421 during the 2000
period. The revenues attributable to other businesses, primarily
debt collection services,  increased from $2,537 in the 2000
period to $494,491 in the 2001 period.

The Company had a working capital deficiency at June 30, 2001 of
$36,076,572 compared to $36,695,461 at December 31, 2000.  Cash
and cash equivalents at June 30, 2001 totaled $349,111 compared
to $686,139 at December 31, 2000 (of which $300,000 was
restricted at June 30, 2001 and December 31, 2000 respectively).

Although the company earned a profit for the first six months of
2001, the gain for the period was primarily attributable to a
one-time non-cash gain from the assignment by Ameritel of  
subscriber account contracts, and it is possible that the
company will experience a loss for the year as a whole.  USCI
expects to continue to experience monthly losses and negative
cash flow from operations for the foreseeable future.

The Company currently requires substantial amounts of capital to
fund current operations, for the settlement and payment of past
due obligations, and the deployment of its new business  
strategy.   Due to recurring losses from operations, an
accumulated deficit, stockholders'  deficit, negative working
capital, being in default under the terms of its letters of
credit advances, and its inability to date to obtain sufficient
financing to support current and anticipated levels of
operations, the Company's independent public accountant audit
opinion states that these matters raise substantial doubt about
USCI's ability to continue as a going concern.


USG CORP: Injury Claimants' Retain Campbell & Levine as Counsel
--------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants
appointed in USG Corporation's chapter 11 cases asks the Court
for permission to employ Campbell & Levine, LLC as Delaware and
associated counsel to the PI Committee.

Matthew G. Zaleski, III, Esq., at Campbell & Levine, states for
the Court that Campbell & Levine have substantial experience in
bankruptcy situations involving mass tort liability, insolvency,
corporate reorganization and debtor/creditor law and commercial
law. Campbell & Levine has participated in numerous proceedings
before the Court and several other bankruptcy courts.

Campbell & Levine will provide services that include, but are
not limited to:

      - providing legal advice as counsel regarding rules and
practices of the Court applicable to the PI Committee's powers
and duties as an official committee appointed under section 1102
of the Bankruptcy Code;

      - providing legal advice as Delaware counsel regarding the
rules and practices of the Court;

      - preparing and reviewing as counsel applications,
motions, complaints, answers, orders, agreements and other legal
papers filed on or behalf of the PI Committee for compliance
with the rules and practices of the Court;

      - appearing in Court as counsel to present necessary
motions, applications and pleadings and otherwise protecting the
interests of the PI Committee and asbestos-related personal
injury creditors of the Debtors;

      - investigating, instituting and prosecuting causes of
action on behalf of the PI Committee and/or the Debtors'
estates; and

      - performing such other legal for the PI Committee as the
PI Committee believes may be necessary and proper in these
proceedings.

As Caplin & Drysdale has been retained by the PI Committee as
its national counsel, Campbell & Levine and Caplin & Drysdale
will work in tandem to assure that no unnecessary duplication of
effort on behalf of, or services rendered, to the PI Committee.

Campbell & Levine will bill at its customary hourly rates:

             CAMPBELL & LEVINE, LLC-DELAWARE
             -------------------------------

     Professional                Position           Rate
     ------------                --------           ----
     Matthew G. Zaleski, III     Member             $275.00
     Cathie J. Boyer             Paralegal          $120.00
     Stephanie L. Peterson       Legal Assistant    $ 90.00


             CAMPBELL & LEVINE, LLC-PITTSBURGH
             ---------------------------------

     Professional                Position           Rate
     ------------                --------           ----
     Douglas A. Campbell         Member             $300.00
     David B. Salzman            Member             $300.00
     Philip E. Milch             Member             $225.00
     Michele Kennedy             Paralegal          $ 90.00

Mr. Zaleski assures the Court that to the best of his knowledge,
and that of the PI Committee, Campbell & Levine does not hold
any connection to, or interest in, the Debtors' chapter 11 cases
or any party-in-interest.  To the best of his knowledge Campbell
& Levine holds no interest adverse to the interests of the PI
Committee or the Debtors' creditors. Mr. Zaleski concludes that
Campbell & Levine is a "disinterested person" within the meaning
of section 101(14) of the bankruptcy Code. He asserts that the
employment of Campbell & Levine would be in the best interest of
the PI Committee and the Debtor's estates. (USG Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


VICEROY: Inks Guaranty-Related Settlement Rothschild & Macquarie
0---------------------------------------------------------------
Viceroy Resource Corporation (TSE:VOY.) reports a consolidated
loss for the first half of 2001 of $38.3 million or $0.66 per
share including the write-down of the Company's investment in
its Australian subsidiaries and providing for the corporate
guarantees of $27.4 million.

Operating cash flow was a loss of $6.5 million or $0.12 per
share.

Viceroy placed its 100% owned subsidiary Viceroy Australia Pty
Ltd and Bounty (Victoria) Pty Ltd into Voluntary Administration
at which time Viceroy relinquished direction and control of the
Australian assets to the Administrator. The final resolution of
the values to be derived from the Australian assets is not
determinable so Viceroy has written down its entire investment
in Australia. The Bounty Mine continues to operate while the
Administrator reviews the affairs of the Australian
subsidiaries' with a view to providing a report to creditors by
September 19, 2001.

Viceroy and its North American subsidiaries have reached an
agreement with N M Rothschild & Sons (Australia) Limited and
Macquarie Bank Ltd on a settlement arrangement to relieve
Viceroy and its North American subsidiaries of their obligations
under agreements guaranteeing certain borrowings and hedging
arrangements relating to the Australian operations.

The settlement requires:

1) a cash payment of $732,000, $500,000 previously paid and
   $232,000 upon signing;

2) delivery of, within two business days of receipt of the
   Toronto Stock Exchange approval:
   
     i) 23 million common shares of Viceroy Resource Corporation
        at a deemed value of $0.20 per common share;

    ii) common shares and a secured bond the Company holds in
        NovaGold Resources Inc.; and

   iii) a note for $3,000,000 issued by Viceroy. The note
        accrues interest at LIBOR plus 2% and is repayable from
        60% of Viceroy's portion of the free cash flow from the
        Castle Mountain Mine after November 30, 2001. The notes
        outstanding after July 31, 2002 are convertible into
        common shares at the average market price for the
        previous five days with any remaining note outstanding
        as of December 31, 2003 converted to common shares.
        
The Company will be in a position to focus on its assets upon
completion of the settlement agreement with the banks. Immediate
objectives are to ensure that the cash flow to Viceroy is
optimized and Viceroy completes an orderly restructuring and
down-sizing of Viceroy's overhead to reflect the current status.

The short-term focus will be on the North American operations.

On a longer term basis renewed focus on exploration
opportunities and the identification of new business
opportunities to generate cash flow will be given high priority.
The Company remains in a position to benefit from improved gold
prices and to take advantage of any gold price improvement.

Viceroy has a 75% interest in the Castle Mountain mine -- Up to
the time the mine was placed into Voluntary Administration

Production during the second quarter at Bounty continued to be
negatively affected by an increase in both frequency and
magnitude of seismic events in the deeper levels of the mine,
the most significant event resulting in the loss of the two
entire production levels earlier in the year.

At Castle Mountain mining activity in the Oro Belle and Hart
Tunnel pits was completed and efforts to remediate pit stability
problems in the higher grade Jumbo pits were unsuccessful. In
late May mining operations were suspended, residual stockpile
ore was crushed and stacked, and trickle down leaching
operations and reclamation work began. It's expected that the
project will continue to produce gold from leaching operations
for approximately 24 months dependent on market (gold price)
conditions.

Heap leaching continues at Brewery Creek and is expected to
continue through 2001 and seasonal mining will not re-commence
unless higher gold prices are achieved.

Viceroy Resource Corporation is a gold producer with operations
in Canada and the United States. Viceroy's shares, trading under
the symbol VOY on the Toronto Stock Exchange.


WARNACO GROUP: Secures Syndicated $600MM DIP Credit Facilities
--------------------------------------------------------------
The Warnaco Group, Inc. (OTC Bulletin Board: WACGQ) announced
the successful syndication of its $600 million DIP Credit
Facilities.

The Facilities were syndicated broadly to fifteen financial
institutions by the Joint Lead Arrangers Salomon Smith Barney
Inc., J.P. Morgan Securities Inc. and the Bank of Nova Scotia.

The other institutions include The Bank of New York, Bank of
Scotland, The CIT Group, First Union National Bank, Fleet
National Bank, GE Capital, Goldman Sachs Credit Partners, Heller
Financial, Provident Bank, Societe Generale, and Textron
Financial Corp. Linda J. Wachner, Chairman and CEO, and Tony
Alvarez, Chief Restructuring Officer, were quoted as saying "We
are very pleased with the success of the syndication and strong
sign of support that the financial community has given to us."

The Warnaco Group, Inc., headquartered in New York, is a leading
manufacturer of intimate apparel, menswear, jeanswear, swimwear,
men's and women's sportswear, better dresses, fragrances and
accessories sold under such brands as Warner's(R), Olga(R), Van
Raalte(R), Lejaby(R), Weight Watchers(R), Bodyslimmers(R),
Izka(R), Chaps by Ralph Lauren(R), Calvin Klein(R) men's,
women's, and children's underwear, men's accessories, and men's,
women's, junior women's and children's jeans,
Speedo(R)/Authentic Fitness(R) men's, women's and children's
swimwear, sportswear and swimwear accessories, Polo by Ralph
Lauren(R) women's and girls' swimwear, Oscar de la Renta(R),
Anne Cole Collection(R), Cole of California(R) and Catalina(R)
swimwear, A.B.S.(R) Women's sportswear and better dresses and
Penhaligon's(R) fragrances and accessories.

As previously announced, on June 11, 2001, the Company and
certain of its subsidiaries voluntarily petitioned for
protection under Chapter 11 of the U.S. Bankruptcy Code with the
U.S. Bankruptcy Court for the Southern District of New York.


WARNACO GROUP: US Trustee Amends Unsecured Creditors' Panel
-----------------------------------------------------------
Carolyn S. Schwartz, United States Trustee for Region II, AMENDS
the membership of the Official Committee of Unsecured Creditors
in The Warnaco Group, Inc.'s Chapter 11 cases:

           Milliken & Company
           1045 Sixth Avenue
           New York, New York 10018
           Attn: Dennis M. Golden
           Tele: (212) 819-4200

           Charbert NFA Corp.
           299 Church Street
           Alton, Rhode Island 02894
           Tele: (617) 968-0219
           Attn: Maria L. Ancona

           Liberty Fabrics, Inc.
           13441 Liberty Lane
           Gordonsville, Virginia 22942
           Attn: Rich Hubbard

           Galey & Lord Industries, Inc.
           980 Avenue of the Americas
           New York, New York 10018
           Attn: William Christensen

           Elastic Corp. of America, Inc.
           P.O. Box 2189
           Hickory, North Carolina 28603
           Attn: Mitchell R. Setzer

           United Parcel Service (UPS)
           c/o Dun & Bradstreet RMS Bankruptcy Services
           9690 Deereco Road, Suite 200
           Timonium, Maryland 21093
           Attn: Steven D. Sass, Esq.
           Tele: (410) 453-6539

           Systech Solutions, Inc.
           550 N. Brand Blvd., #1200
           Glendale, California 91203
           Attn: Sundara Rajan

           Pension Benefit Guaranty Corporation
           Office of the General Counsel
           1200 K. Street, N.W., Suite 340
           Washington, D.C. 20006-4026
           Attn: John R. Paliga or Jason E. Wolf, Esqs.
           Tele: (202) 326-4202 Ext. 3965

           Wells Fargo Bank Minnesota, N.A.
           Corporate Trust Services
           Sixth Street & Marquette Avenue
           Mac. No. N9303-120
           Minneapolis, Minnesota 55479
           Attn: Lisa A. Miller, Esq., Vice President
           Tel: (612) 667-1916

Accordingly, The Bank of New York resigned and was replaced by
Wells Fargo Bank Minnesota, N.A.

Assistant United States Trustee Mary Elizabeth Tom is the
attorney assigned to the Debtors' cases. (Warnaco Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


WASHINGTON GROUP: Gets Okay to Reject Agreement with Raytheon
-------------------------------------------------------------
Washington Group International, Inc. has received Court approval
in Reno authorizing Washington to reject the Stock Purchase
Agreement related to Washington Group's July 7, 2000 acquisition
from Raytheon Company of Raytheon Engineers & Constructors
(RE&C).

"Our financial restructuring is on track," said Stephen G.
Hanks, Washington Group President and Chief Executive Officer.
"We have reformed every problem RE&C contract to cash neutral or
positive, paid our critical vendors, continue to perform on
projects and have generated $50 million in cash, even with the
extraordinary expenses associated with a Chapter 11 filing.

In the motion approved, Washington Group asserted that Raytheon
materially breached the Stock Purchase Agreement and
fraudulently induced Washington Group to purchase RE&C.

"[Thursday's] action ensures that we won't be encumbered in the
future with the possible liabilities arising out of the Stock
Purchase Agreement. We are putting the Raytheon problems behind
us and directing our focus on what we do best -- serving our
clients. It's simply not in the best interest of our company to
be burdened by the rejected obligations to Raytheon," said Mr.
Hanks.

Raytheon has guaranteed the performance of certain of the RE&C
project agreements acquired by Washington Group when it
purchased the stock of certain of Raytheon's subsidiaries,
either through parent guarantees, letters of credit, or
performance bonds.

Under the Stock Purchase Agreement, Washington Group continued
to perform on those projects and in some circumstances, agreed
to reimburse Raytheon for payments made by Raytheon in
satisfaction of Raytheon's liability on these projects.

Raytheon now claims that Washington Group may be liable for
almost one billion dollars for Raytheon's performance on several
large RE&C projects. By rejecting the Stock Purchase Agreement,
Raytheon's claims, if any, arising out of that agreement will be
deemed, at best, prepetition unsecured claims.

Washington Group International, Inc., is a leading international
engineering and construction firm. With more than 30,000
employees at work in 43 states and more than 35 countries, the
company offers a full life-cycle of services as a preferred
provider of premier science, engineering, construction, program
management, and development in 14 major markets.

Energy, environmental, government, heavy-civil, industrial,
mining, nuclear-services, operations and maintenance, petroleum
and chemicals, process, pulp and paper, telecommunications,
transportation, and water-resources.


WASHINGTON GROUP: Secures $20MM Contract for New Ethanol Plant
--------------------------------------------------------------
Washington Group International, Inc. announced today that it has
been awarded a contract from Southern Illinois University,
Edwardsville (SIUE), to provide engineering and construction
services for the new estimated $20 million National Corn-to-
Ethanol Research Pilot Plant (NCERPP) to be located at
University Park on the SIUE campus.  

The facility, jointly funded by the United States Department of
Agriculture and the State of Illinois, will support research to
reduce the cost of corn-to-ethanol production.

Washington Group's Industrial/Process operating unit, which
previously performed the detailed design, will provide final
engineering and oversight and field assistance during the
construction of the 23,000-square-foot plant, the only one of
its kind in the world. Construction will begin in November and
is scheduled for completion by the end of 2002.  

The plant will have capability for both wet- and dry-mill corn
processing as well as high equipment flexibility to accommodate
different research methods employed by various groups and
companies utilizing the facility.  

"Washington Group's extensive experience in fermentation
technology has earned us a reputable position in the agro-
industrial market," said Greg P. Therrien, President and Chief
Executive Officer of Washington Industrial/Process. "We are
pleased that our reputation and expertise has positioned us to
participate in the emerging ethanol market as it grows in
economic and ecological impact as an alternative fuel for the
U.S. and countries around the world."

On May 14, 2001, the Company and its direct and indirect
subsidiaries commenced proceedings to reorganize under the
Chapter 11 of the United States Bankruptcy Code.

On August 23, 2001, the Debtors filed with the United States
Bankruptcy Court for the District of Nevada a Modification of
their Second Amended Joint Plan of Reorganization.


WELLCARE MANAGEMENT: Continues to Explore Fund Raising Options
--------------------------------------------------------------
WellCare Management Group Inc.'s premiums earned increased $6.7
million to $24.2 million for the three months ended June 30,
2001 from $17.5 million for the comparable period in 2000, an
increase of 38.3%.  

The increase in premiums earned was primarily due to the
acquisition of FirstChoice's Medicaid line of business in
Connecticut, which contributed approximately $10.0 million of
additional revenue during the three months ended June 30, 2001.  

Additionally, the Company experienced decreases from its
commercial line of business in Connecticut of approximately $1.7
million as the Company continues a strategy of not marketing
this product line.  WCNY's Medicaid premiums earned decreased
approximately $1.0 million due to a decrease in membership.  
WCNY's Medicare premiums earned decreased approximately $0.6
million, as the Company is also not marketing this product line.

Premiums earned increased $11.7 million to $47.9 million for the
six months ended June 30, 2001 from $36.2 million for the
comparable period in 2000, an increase of 32.3%.  

The increase in premiums earned was primarily due to the
acquisition of FirstChoice's Medicaid line of business in
Connecticut, which contributed approximately $20.0 million of
additional revenue during the six months ended June 30, 2001.  
Additionally, the Company experienced decreases from the
Company's commercial line of business in Connecticut of
approximately $4.9 million as the Company continues a strategy
of not marketing this product line.  

WCNY's Medicaid premiums earned decreased approximately $1.8
million due to a decrease in membership.  WCNY's Medicare
premiums earned decreased approximately $1.6 million, as the
Company is also not marketing this product line.

The Company's financial statements have been prepared assuming
that the Company will continue as a going concern.  The
auditors' report on the Company's 2000 financial statements
states that "the Company's recurring losses from operations,
working capital deficit, shareholders' deficiency, failure to
achieve the minimum statutory equity requirements of the State
of New York Insurance Department and failure to maintain the
minimum risk based capital requirements of the State of
Connecticut Insurance Department raise substantial doubt about
its ability to continue as a going concern."  

The Company continues to explore the possibility of raising
funds through available sources including but not limited to the
equity and debt markets.  It is uncertain that the Company will
be successful at raising funds through these sources.


WHEELING-PITTSBURGH: Need Not Make Decision on Pact with Danieli
----------------------------------------------------------------
Danieli Corporation, represented by Mark A. Beatrice, Esq., at
Manchester Bennett Powers & Ullman, asks Judge Bodoh to force
Wheeling Pittsburgh Steel Corporation to assume or reject its
executory contract with Danieli Corporation.  At the Petition
Date, WPSC and Danieli were parties to an executory contract
dated July 6, 2000, whereby Danieli was to design, fabricate, s
hip, assemble, test and provide assistance in the startup of the
equipment known as a Quick Work Roll Change System.  The
original contract price was $13,750,000, and at the time
of WPSC's petition, had been adjusted to $14,190,125.  Payment
was to occur according to a schedule attached to the contract.

At the Petition Date, WPSC had already paid $4,1254,000 or
nearly 30% of the entire price to Danieli per the payment
schedule.  In addition, Danieli had earned and invoiced WPSC an
additional $3,000,000, and had performed and was due to invoice
WPSC an additional $1,419,000.

Most of the components for this system are completed or nearly
compete and ready for delivery and installation.  Many of these
components are finely machined and polished pieces of equipment
that will soon rust and then require refinishing.  If these
items cannot be put to use in the very near future, such
deterioration can be avoided at a cost of $75,000 to $150,000,
depending upon the duration of such protective storage.  

Also, some of these components have been manufactured overseas,
making shipment quite costly.

The system was designed specifically for the Mingo Junction
facility and according to WPSC's unique specifications.  Little
of this equipment can be put to use other than in this specific
system and location.  If the contract is rejected, Danieli will
probably face having to scrap most of the components at a small
fraction of their design and fabrication costs.

The purpose of the addition of the system is to minimize the
downtime associated with changing the work rolls on the six
finishing mill stands.  Under current operations the process of
changing work rolls is a manual operation using what is commonly
called a Porter Bar.  The entire operation of changing the work
rolls takes up to one hour.  Work rolls are changed usually
every 6-8 hours.  

Therefore, in a 24-hour operational period 3-4 hours are lost to
production because of the work roll change.  This amounts to an
annual loss of 12-15% of the availability of the mill.  With the
installation of the QWRC the entire process will take about 15
minutes per work roll change, or 45-60 minutes (3-4%) loss in
availability.  The net world be savings of 9-11% in availability
resulting in either fewer man-hours per ton or increased
capacity.

At the Petition Date, the completed engineering, roll change
hydraulic system (complete with 7 value stands), control values
for the roll bending system, one modified spindle head holder,
temporary liners, and the complete electrical system, including
software, MCCs, control desks and local control panels and
miscellaneous control devices had been delivered to the Mingo
Junction plant site.  Little if any of such components are of
use without the entire system.

As of the Petition Date, site preparation for the system at the
Mingo Junction plant included:

       (a) the partial modification/machining of the six
           finishing mill housings necessitating the use of
           temporary liners that will in time cause a
           degeneration of the product quality;

       (b) the opening of six pits in front of the ill, creating
           a potential safety hazards; and

       (c) the installation of the hydraulic systems that may be
           subject to deteriorating conditions because of the
           lack of use.

Given these circumstances, a decision by WPSC to assume its
executory contract with Danieli will represent a very sound
exercise of WPSC's business judgment.  Therefore, Danieli tells
Judge Bodoh he should require the Debtor to assume or reject the
executory contract with Danieli within thirty days of the
Motion.  

In the event the Debtor assumes the contract, Judge Bodoh should
require WPSC to:

    (i) cure, or provide adequate assurance, that it will
        promptly cure its default under the contract;

   (ii) compensate, or provide adequate assurance, that it will
        promptly compensate Danieli for any actual pecuniary
        loss to Danieli resulting from the default, and
   
  (iii) provide adequate assurance of future performance under
        the contract.

                 WPSC Says It Isn't Ready Yet

WPSC opposes this Motion, saying that it has authority to make
business decisions in the administration of its estate,
including the decision to assume or reject executory contracts.  
Reminding Judge Bodoh that he recently granted the Debtor's
motion for additional time to assume or reject executory
contracts, the Debtor says that motion was granted in large part
because it had not yet had sufficient time to formulate a
plan of reorganization.  WPSC needs to continue to stabilize its
operations and then formulate an agreed-upon plan in
consultation with creditors and other parties in interest.  
Given the current conditions in the steel industry generally,
this process necessarily requires a significant amount of time.

WPSC believes that the modifications to the quick roll change
system, which are the subject of the Danieli contract, would
improve the system and may well be of significant benefit to the
estate.  However, WPSC and its creditors are continuing to
evaluate all possible options for the business and for WPSC's
assets.  WPSC could not possibly assume a $10 million contract
in he absence of financing for the project, and more
importantly, in the absence of a business plan that resolves the
future direction and shape of WPSC's business and that makes
clear whether the Danieli contract will or will not be  of
benefit to the estate.

As a practical matter, setting an early deadline to assume or
reject the Danieli contract would virtually guarantee the
rejection of the contract, simply because circumstances would
not permit WPSC to make the commitment that would be associated
with the assumption of such a large contract.  Such an action
would sacrifice the benefit of roughly $4 million of payments
that already have been made by WPSC, would deprive WPSC of a
potentially valuable contract, and would be contrary to the
interests of WPSC and its creditors.

In its moving papers,  Danieli has asserted that it will have to
scrap the equipment if the Agreement is rejected.  That
contention, if true, does not support Danieli's motion.  If the
equipment really is not usable by other parties and will have to
be scrapped in any event, then that fact simply provides more
reason why WPSC should be allowed an appropriate amount of time
to determine whether WPSC itself may use the equipment as part
of its reorganized business.

Danieli has also argued that the equipment may be rusting and
deteriorating.  WPSC respectfully disputes that contention.  
WPSC says it "understands" that the equipment is currently well-
protected and is stored indoors.  Danieli suffers no harm, other
than the inconvenience that all creditors are experiencing in
having to wait until WPSC's business, and the steel industry
generally, stabilizes and until WPSC can determine the proper
components of its reorganized business.  For these reasons, the
Debtor says the Motion should be denied.

              The Noteholders' Committee Agrees

Danieli seeks to compel WPSC to decide now whether it will
assume a contract for the manufacture and installation of a
"quick roll change system" at its Mingo Junction plant, which
has most of the stated $14,190,125 purchase price still
outstanding or it will reject the contract and be saddled with a
potentially substantial claim as a result.  The Noteholders'
Committee is opposed to Danieli's motion because it is not the
appropriate time in these proceedings for the Debtors to be
making such a costly decision.  As Judge Bodoh knows, the
state of the steel industry is uncertain at beset, and WPSC is
in the midst of a cash crisis.  Further, WPSC is still in the
process of formulating a long-term business plan and the major
parties in interest have not reached a consensus on the
direction of the company.  WPSC cannot be expected to make a
determination one way or another with respect to a capital
expenditure of this magnitude at Mingo Junction when the future
of that facility has not even been decided.

At to deterioration, the Noteholders Committee says it has been
"advised" that deterioration does not appear to be a substantial
risk because the parts are being maintained in a warm and dry
location. Thus there is no undue prejudice to Danieli in
maintaining the status quo until circumstances become further
clarified.  Accordingly, the Committee, through Lee D. Powar of
Hahn Loeser & Parks LLP of Cleveland, suggests to Judge Bodoh
that the proper thing to do is to deny Danieli's Motion without
prejudice to its right to renew that request for relief at a
later and "more appropriate" time in this proceeding.

            The Unsecured Committee Says the Debtor
              Doesn't Have the Financing to Assume

WPSC advises the Official Committee of Unsecured Trade Creditors
of Pittsburgh Canfield Corporation and the other Debtors that it
simply is not in a position to commit the financing to assume
the contract.  The Trade Committee concurs in this belief.  
Given the substantial cure payment that would be required to be
made as a condition to assumption of the contract, and the fact
that if the contract were to be assumed the damages flowing from
any subsequent breach would be deemed an expense of
administration, the Trade Committee submits that the equities of
the situation weigh heavily in favor of allowing WPSC more time
to reach an informed decision regarding assumption or rejection.
Joseph C. Lucci of the Youngstown firm of Nadler Nadler & Burman
Co., LPA, says, on behalf of the Trade Committee, that the
Debtor should have until confirmation of the plan to decide.

                  Danieli Has the Last Word

Danieli points out that the Debtor has yet to file a plan, and
no plan appears imminent.  Danieli says it shouldn't have to
wait out an indefinite time period for WPSC to assume or reject
the contract. Danieli is incurring increased costs in the amount
of approximately $75,000 to $150,000 to provide special storage.  
Moreover, Danieli hired subcontractors to perform much of the
work required under the contract.  These subcontractors need to
be paid.  Danieli is suffering a financial strain because it has
performed work on the contract but has yet to be fully paid for
the work performed, and thus is having difficulty paying the
subcontractors.  It currently owes approximately $3.78 million
to unpaid subcontractors and suppliers.  Four of these Danieli
creditors have filed suit seeking the recovery of approximately
$2.8 million.

In addition, WPSC fails to note that if it assumed the contract
and began operation of the system, its productivity would
dramatically increase, resulting ultimately in cost savings and
greater profit, thus providing it with greater sources of
revenue that would allow it to cure the payment default under
the contract.  It further fails to realize that additional
indefinite delays may result in Danieli no longer being
financially able to fulfill the contract at a later time.

Considering the nature of the interests at stake, and balancing
the benefits and burdens to the parties involved in this matter,
Judge Bodoh should find that WPSC has had a reasonable time in
which to assume or reject the contract between it and Danieli,
and order the Debtor to assume or reject within thirty days.

            Judge Bodoh has the Last, Last Word

Unmoved by Danieli's arguments, Judge Bodoh denies the Motion,
but says that in doing so, he does not intend to foreclose
Danieli's bringing this issue before him at a later date when it
appears or may appear that sufficient time has elapsed for the
Debtor to consider whether to assume or reject the contract in
the context of its developing a proposed plan of reorganization.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WINSTAR COMMS: Meredith Corp. Wants Out of Collection Agreement
---------------------------------------------------------------
On August 15, 1999, Meredith Corporation entered into an
agreement with Winstar Communications, Inc. for an Interactive
Media Advertising Representative Agreement.  Pursuant to this
agreement appointed Winstar as its exclusive third-party sales
representative for advertising spaces on certain sites on the
World Wide Web.  Under this agreement, Winstar was charged with
the invoicing and collecting advertising revenues for orders it
solicited and hold the collections in trust for Meredith.

The said Media Agreement was limited to a one-year term to
expire on October 14, 2000.  In spite of the expiration of the
Agreement, Meredith permitted Debtors to continue collecting
revenues from advertisers pursuant to the same terms as provided
in the Media Agreement.  As such, after October 14, 2000, the
Debtors continued to receive payments for advertisements sold on
Meredith's sites prior to the expiration of the Agreement.

Brett D. Fallon at Morris, James, Hitchens & Williams LLP in
Wilmington, Delaware claims that the Debtors did not deliver the
collections to Meredith, as it was obliged to do so.  As of
March 31, 2001, the Debtors held approximately $569,424 in
collections, which are held in trust for the benefit of
Meredith.

Meredith asks Judge Joseph Farnan, Jr. for an order terminating
the automatic stay in order to allow Meredith to terminate any
right Winstar has to collect revenues on Meredith's behalf.

Mr. Fallon states that upon information and belief, the Debtors
continues to receive revenues, which belong to Meredith.
Meredith has already demanded payment of the trust funds from
Winstar but shortly after demand was made, Winstar filed its
Chapter 11 cases.  The Debtors claim that as the money is held
in trust for Meredith, all such money is the property of
Meredith and not of the bankruptcy estate.  Mr. Fallon adds that
the Debtors misappropriated these trust funds and has a duty to
return the said funds to Meredith immediately.  Furthermore, he
adds that the Debtors should immediately cease collections of
all remaining outstanding accounts, estimated to be
approximately $500,000, established under the Media Agreement.

Mr. Fallon contends that because the Debtors has and cannot
fully satisfy its obligations under the terms of the Agreement,
and because Meredith continues to suffer deleterious effects for
such non-performance, cause exists to terminate whatever
interests the Debtor has under the Media Agreement.  He further
requests that in the event that the Court does not lift the
automatic stay, Meredith should be granted adequate protection
by segregating all funds collected, provide accounting to
Meredith of the funds collected, and pay Meredith its funds due.
(Winstar Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BOOK REVIEW: GETTING IT TO THE BOTTOM LINE:
             Management by Incremental Gains
--------------------------------------------
Author:      Richard S. Sloma
Publisher:   Beard Books
Soft cover:  196 pages
List Price:  $34.95
Order your copy today at
http://amazon.com/exec/obidos/ASIN/189312259X/internetbankrupt

Review by Gail Owens Hoelscher

In the author's words, "(t)his is a book about how to optimize
operating profit in an ongoing business consistent with and
supportive of the owners' (and/or creditors') demands."  As in
his book The Turnaround Manager's Handbook, also published by
Beard Books, Richard Sloma's guidance is all-inclusive,
straightforward, and wise. He is perhaps unique in his ability
to use quotes and maxims liberally without sounding the least
bit preachy or trite.

A quote from Francois Voltaire, "perfection is attained by small
degrees," explains the main premise of this book, management by
incremental gains. It is based on the simple notion that change,
for better or worse and accidentally or on purpose, only occurs
incrementally. Without a succession of small changes in the same
direction there can be no progress or growth.  Mr. Sloma defines
management as "getting work done through the efforts of others."
Thus, change in an organization depends on people. Mr. Sloma
takes a pragmatic (and perhaps somewhat dim!) view of the
ability of people to change, and maintains that the smaller a
change planned by management, the more likely it is to be
successfully implemented.

Mr. Sloma provides "real-world tested and proven methodology for
working with people in a professional manner to maximize their
individual commitment to goal achievement."  He offers
recommendations based on his more than 30 years of management
experience that "strike(s) the long-sought-after logical balance
of viewing and managing people as if they were competent,
conscientious, and ambitious individuals who genuinely seek
opportunities for professional growth and development."

Getting It To The Bottom Line is not only about people skills,
by any means. Mr. Sloma introduces financial and operational
performance numbers, and gives details on how income statements
and cash flow statements measure the magnitude and direction of
planned changes in financial and operational performance. His
operational framework is illustrated in the following eight
steps:

     Quantify the do-nothing scenario
     
     If it works, don't fix it
     
     If it doesn't, quantify minimal acceptable
     performance levels

     Quantify components of any financial performance gap

     If necessary, cut your losses, liquidate,
     and reinvest elsewhere

     Quantify management action plans to bridge
     the performance gap

     Define and establish a reporting and control system

     Define and implement an incentive compensation program

Mr. Sloma examines each step thoroughly, using recognized
financial analysis methods, as well as some of his own.
Throughout, he consistently emphasizes the importance of
achieving ambitious goals one small step at a time. He
admonishes managers to "spend no time or effort making `little'
plans. They have no magic to stir men's blood - or to make
owners as wealthy as they could be!"

This is a solid and substantive book that targets managers at
every level. Mr. Sloma presents his concepts in such a way that
anyone charged with leading an organization can learn to do it
better. On the last page, he even tells readers to "drop me a
line and let me know what you think and how it's going." Why not
read the book and take him up on it?

Richard S. Sloma is an attorney with more than 30 years of
senior management experience. He has served as Chief Executive
Officer, Chief Operating Officer, Chairman and Vice Chairman of
the Board of Directors and Board Member of six international
companies. He holds degrees in business from Northwestern
University and the University of Chicago, and a law degree from
De Paul University.

                          *********

Bond pricing, appearing in each Monday's edition of the TCR, is
provided by DLS Capital Partners in Dallas, Texas.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Debra Brennan, Yvonne L.
Metzler, Bernadette de Roda, Ronald Villavelez and Peter A.
Chapman, Editors.

Copyright 2001.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
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contained herein is obtained from sources believed to be
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                     *** End of Transmission ***