TCR_Public/021104.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, November 4, 2002, Vol. 6, No. 218    

                          Headlines

37POINT9: Lawsuit Filed Against Hydrogiene Corp. is Dismissed
ACOUSTISEAL: Has Until January 2 to Make Lease-Related Decisions
AMERICAN FINANCIAL: S&P Affirms BB+ Preferred Share Rating
ANC RENTAL: Expanding Scope of Ernst & Young & Young's Retention
ARMSTRONG HOLDINGS: Begins Reconciling 3,800+ Proofs of Claim

ASPEN GROUP: Brings-In Robert Calentine as Interim CEO
AUDIBLE INC: Balance Sheet Insolvency Widens to $11MM at Sept 30
BCE INC: Closes CDN$2-Billion Public Debt Offering
BELL CANADA: Disposing of Remaining Assets -- Canbras and Axtel
BORDEN CHEMICALS: Wants Lease Decision Time Extended to April 24

BUDGET GROUP: Court OKs Young Conaway as Local Delaware Counsel
CALPINE: Receives $22MM from Nevada Power for Past-Due Payments
CEDARA SOFTWARE: Will Publish First Quarter Results on Nov. 22
CLUBCORP INC: S&P Keeping Watch on B+ Corporate Credit Rating
CORVUS INVESTMENTS: Fitch Keeping Watch on Low B-Rated Classes

ENRON CORP: Saeger, et. al. Gets OK to Hire Manatt as Counsel
ENRON CORP: Employee Committee Encouraged by Fastow's Indictment
EOTT ENERGY: U.S. Trustee Appoints Unsecured Creditors Committee
EUROSTAR I CDO: Fitch Cuts Class A-3 & B Note Ratings to B+/CC
EXTENDED STAY: Amends Bank Credit Facility to Ensure Flexibility

FINET.COM INC: Fails to Maintain Nasdaq Listing Requirements
GENTEK INC: Seeks Approval to Hire Ordinary Course Professionals
GLOBAL CROSSING: Urges Court to Approve Settlement with Fusion
GOODYEAR TIRE: Underperformance Prompts S&P to Cut Rating to BB+
GWIN INC: Moore Stephens Expresses Going Concern Doubt

HEALTHTRAC INC: Requires Additional Cash to Continue Operations
HIGHLANDS INSURANCE: Files for Chapter 11 Reorganization in Del.
HIGHLANDS INSURANCE: Case Summary & Largest Unsecured Creditors
HORSEHEAD: Signs-Up McKinney & Stringer as Environmental Counsel
INDIGO BOOKS: Working Capital Deficit Tops $22 Mill. at Sept. 28

INFINITE GROUP: Clarifies Issues re DARPA Contract Termination
INPRIMIS INC: Changes Company Name to Ener1, Inc.
INT'L THUNDERBIRD: TSX Halts Trading for Listing Noncompliance
KAISER ALUMINUM: Seeks Approval of Release with Terrence Hayes
LAIDLAW INC: Wants to Keep Exclusivity Until February 28, 2003

LORAL SPACE: S&P Drops Corporate Credit Rating to SD from CC
MARK NUTRITIONALS: Committee Hires Kingman as Bankruptcy Counsel
METAWAVE COMMS: Has Until April 24 to Meet Nasdaq Requirements
MIIX GROUP: Nine-Month Net Loss Balloons to $50 Million
MITEC TELECOM: Brings-In Rajiv Pancholy as New President and CEO

MORTON CUSTOM: Files for Chapter 11 Reorganization in Wilmington
MORTON HOLDINGS: Case Summary & Largest Unsecured Creditors
NATIONSRENT INC: Brings-In UBS Warburg as Financial Advisor
NAVISTAR INT'L: S&P Keeping Watch on BB Corporate Credit Ratings
NDCHEALTH CORP: S&P Ratchets Corp. Credit Rating Down a Notch

NETIA HOLDINGS: Asks Nasdaq Panel to Review Delisting Decision
NETIA HOLDINGS: Will Not Make Interest Payments on Certain Notes
NETZEE INC: September 30, 2002 Equity Deficit Tops $10 Million
NEWFOUNDLAND CAPITAL: Reports Improved Performance in Q3 2002
NORSKE SKOG: Reports $20MM Net Loss on $392MM Sales in Q3 2002

NQL: ViewCast Unit Acquires Assets of Delta Computec Subsidiary
OHIO CASULATY: S&P Changes Outlook on BB Rating to Negative
OM GROUP: Low Liquidity Spurs S&P to Lower Credit Rating to BB-
OWENS-BROCKWAY: S&P Rates Proposed $300M Sr. Secured Notes at BB
PACIFIC GAS: Wants to Pay $1.3M for SEC Filing & Printer Fees

PERLE SYSTEMS: Net Capital Deficiency Widens to $3 Million
PHOTOCHANNEL: Raising $750K with Proposed LP Unit Financing
POPE & TALBOT: Harmac Pulp Mill Resumes Operations After Outage
REVLON CONSUMER: S&P Puts B-/CCC- Credit Ratings on Watch Neg.
ROYAL CARIBBEAN: S&P Affirms BB+ Rating on Two Related Deals

SATX INC: Court Approves First Amended Disclosure Statement
S-C NEWCO: S&P Junks Corp. Credit Ratings over Market Pressures
SLI INC: Committee Signs-Up KPMG LLP as Financial Advisor
SMARTDISK CORP: Posts Better Financial Results for Third Quarter
STANDARD MEMS: US Trustee Appoints 3-Member Creditors Committee

TEXAS PETROCHEMICALS: Pursuing Options to Refinance Secured Debt
THOMAS GROUP: Sept. 30 Balance Sheet Upside-Down by $1.7 Million
UNIFAB INT'L: Shareholders' Meeting to Convene on Dec. 13, 2002
UNION ACCEPTANCE: Files for Chapter 11 Reorganization in Indiana
UNIROYAL TECHNOLOGY: Fails to Win Nod to Hire White & Case LLP

US AIRWAYS: Wants Court Okay to Assume & Ratify Charge Card Pact
USI HOLDINGS: S&P Affirms B+ Rating & Removes it from Watch
U.S. STEEL: Will Pay Q3 Common Stock Dividend on Dec. 10, 2002
VERITAS DGC: S&P Rates $275-Million Senior Secured Notes at BB+
VINTAGE CAPITAL: Fitch Slashes Class C Note Rating to Junk Level

V-ONE CORP: Net Capital Deficiency Tops $629K at September 30
WINSTAR: Trustee Seeks Approval of $1.5M Settlement with Savvis
WORKGROUP TECHNOLOGY: Nasdaq Delists Shares Effective October 31
W.R. GRACE: Court Stretches Lease Decision Time to April 1, 2003
W.R. GRACE: Sealed Air Turns to Third Cir. to Get Lawsuit Tossed

* BOND PRICING: For the week of November 4 - November 8, 2002

                          *********

37POINT9: Lawsuit Filed Against Hydrogiene Corp. is Dismissed
-------------------------------------------------------------
A Synergie Holdings Ltd. Inc., (PinkSheets:SYHO) company
spokesperson announced dismissal of a lawsuit brought against
Hydrogiene, its officers and directors, and others not related
to the company, by 37Point9 in a frivolous attempt to justify
its loss of a license held with Magna IV Ltd., to produce and
sell the Hydrogiene series of Ultimate Bidets and Surface Shield
anti-microbiological disinfectant, according to Synergie
Holdings Ltd. Inc.

Termination of the license was brought about by 37Point9's
financial insolvency and inability to conform to terms of
license agreement to produce and market the products within a
reasonable period of time, according to Synergie Holdings Ltd.
Inc.

The spokesperson said the attempt by 37Point9's president,
Douglas Brown, and 37Points' majority stockholder, Bruce Barren,
to discredit Hydrogiene and its Chairman and CEO Charles
Kallmann was an egregious, unfounded attempt to derail
Hydrogiene's resurgence from its two year dormancy, caused by a
former, now-ousted board of directors, according to Synergie
Holdings Ltd. Inc.

The spokesperson added Synergie Holdings Ltd. Inc., and its
other subsidiaries, of which Hydrogiene Corp., is one, is now
well on its way to productivity and sales of its Theraclense-
Ultimate Bidets and derivatives with assembly operations to
start at initial facility in Henderson, Nev.

An agreement with a national sales organization will be
announced shortly; this organization to represent Hydrogiene to
the mass merchant retail market, as well as hotel/leisure and
medical/hospital markets.


ACOUSTISEAL: Has Until January 2 to Make Lease-Related Decisions
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Western District
of Missouri, Acoustiseal, Inc., obtained an extension of its
lease decision period.  The Court gives the Debtor until
January 2, 2003, to determine whether to assume, assume and
assign, or reject its unexpired nonresidential real property
leases.

Acoustiseal, Inc., filed for chapter 11 protection on
September 4, 2002.  Cynthia Dillard Parres, Esq., and Mark G.
Stingley, Esq., at Bryan, Cave LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed an estimated assets of $10-$50
million and estimated debts of over $50 million.


AMERICAN FINANCIAL: S&P Affirms BB+ Preferred Share Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its triple-'B'
counterparty credit and senior debt, triple-'B'-minus
subordinated debt, and double-'B'-plus preferred stock ratings
on American Financial Group Inc.  In addition, Standard & Poor's
affirmed its single-'A' counterparty credit and financial
strength ratings on the members of the Great American Insurance
Co. pool and the Republic Indemnity Co., pool, which primarily
consist of AFG's specialty lines division, and constitute the
property/casualty (P/C) subsidiaries expected to remain as part
of AFG's insurance operations following the group's intended
sale of its personal lines division through an initial public
offering.

At the same time, Standard & Poor's said it lowered its ratings
on Great American Financial Resources Inc., AFG's majority-owned
life insurance holding company, as well as the ratings on
GAFRI's core life insurance subsidiaries. The outlook on AFG and
GAFRI is negative.

Standard & Poor's also took several other actions on GAFRI's
noncore life insurance subsidiaries.

Standard & Poor's also affirmed its single-'A' counterparty
credit and financial strength ratings on personal lines writers
Atlanta Casualty Co., Infinity Insurance Co., Leader Insurance
Co., Windsor Insurance Co., and related insurance subsidiaries,
following AFG's announcement of its intention to contribute
these subsidiaries to a newly formed insurance holding company,
Infinity Property and Casualty Corp., to execute its planned
IPO. Standard & Poor's also assigned its triple-'B' counterparty
credit rating to Infinity. The outlook on Infinity is negative.

The negative outlook on AFG and GAFRI reflects lower than
historical consolidated capital adequacy at the operating
companies (including P/C and life operating companies) at
midyear 2002 as well as a relative decline in the quality of
capital given a moderate amount of intangible assets in the
group's statutory capital. AFG's consolidated operating
performance has improved through the first six months of 2002. A
sustained track record of improved earnings and a gradual
improvement in capital adequacy will be necessary for a revision
of the outlook to stable.

The negative outlook on Infinity and its related entities
reflects uncertainty in AFG's ability to successfully execute
its intended IPO. Standard & Poor's expects that if the IPO is
successful and executed under the current terms, at the point it
is completed the outlook on the Infinity group should change to
stable.


ANC RENTAL: Expanding Scope of Ernst & Young & Young's Retention
----------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates sought and
obtained the U.S. Bankruptcy Court for the District of
Delaware's authority to supplement the Debtors' retention of
Ernst & Young.  

Specifically, the Debtors expect Ernst & Young to provide:

A. various tax services to Debtors, including tax review,
   calculation and analysis relating to the Debtors' bankruptcy
   restructuring and post-bankruptcy operations, and

B. business license compliance services, including analyzing the
   business license requirements for the Debtors, to conduct a
   review of the Debtors compliance with business license
   requirements and to prepare business licenses for the
   Debtors.

Aside from reimbursement of actual and necessary expenses, Ernst
& Young will be paid based on the hourly rates of its
professionals rendering tax services and business licenses
services:
         
                 Partners               $525
                 Principals              525
                 Senior Managers         425
                 Managers                315 - 330
                 Seniors                 225 - 240
                 Staff                   160 - 175
                 Paraprofessional         85 - 100
(ANC Rental Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ARMSTRONG HOLDINGS: Begins Reconciling 3,800+ Proofs of Claim
-------------------------------------------------------------
Armstrong Holdings, Inc., and its debtor-affiliates, ask Judge
Newsome to disallow and expunge 46 more disputed claims, without
prejudice to their right to object to these proofs of claim on
any other grounds whatsoever to the extent that any of the
proofs of claim survive expungement under this Objection.

Rebecca Booth, Esq., at Richards Layton & Finger PA, in
Wilmington, Delaware, remind the Court that the Debtors listed
182,584 claims in their Schedules.  The general bar date for
filing proofs of claim in these cases expired on August 31,
2001.  By separate Order, Judge Newsome set March 20, 2002, as
the bar date asbestos-related property damage claims.  To date,
Ms. Booth reports that 3,835 proofs of claim, many of which were
duplicates or amendments, have been filed with the Debtors'
claims agent, Trumbull.  In addition, approximately 722 proofs
of claim were received after the Bar Date, for a total of 4,557
proofs of claim related to asbestos property damage.

             Group A:  Amended and Superseded Claims

The proofs of claim in Group A are those claims that were
amended and, therefore, superseded by a subsequent proof of
claim filed by or on behalf of the same claimant.  The Debtors
should not be required to pay twice on the same obligation.  
Moreover, elimination of redundant claims will enable the
Debtors to maintain a claims registry that more accurately
reflects claims that have been asserted against the Debtors.

Therefore, the Debtors object to each proof of claim in this
group and ask the Court to disallow and expunge the amended or
superseded claims.

The proofs of claim in Group A are:

      Claimant                                Surviving Claim
      --------                                ---------------
Carlino Arcadia Associates LP                    $572,348.15
Philadelphia, PA

Corpus Christi Gasket & Fastener               23,250,000.00
Corpus Christi, TX

Brad Dusenka                                    Unliquidated
Houston, TX

Rene Laurel                                     Unliquidated
Houston, TX

Commonwealth of Massachusetts Dept. of Revenue    327,515.56
Boston, MA

MewEnergy Midwest LLC                             248,245.49
Chicago, IL

Steven Tancredi                                 Unliquidated
Houston, TX

Toyota Motor Credit Corporation                    72,960.34
Torrence, CA

University of Delaware                            247,800.00
Newark, DE

Wagman-Carlino JV                                  28,937.41
Philadelphia, PA

                  Groups B and C:  Duplicate Claims

The Debtors assert that the proofs of claim in these two groups
are duplicative of other proofs of claim filed by or on behalf
of the same claimants.

With respect to the proofs of claim in Group B, Ms. Booth notes,
"[I]t appears that the claimant erroneously filed the same proof
of claim against the same Debtor more than once."

With respect to the proofs of claim in Group C, Ms. Booth
observes, it appears that these claims were filed by Noteholders
or Bondholders of AWI, and are duplicates of proofs of claim
property filed by an indenture trustee, or scheduled by the
Debtors on the indenture trustee's behalf, on account of the
claims arising from these notes and bonds.  The claims of the
indenture trustee are for the full amount due and owing on the
note or bond.  Under the Trust Agreement governing these notes
or bonds, the indenture trustee has the right to assert all
claims on behalf of its respective noteholder or bondholder.

Indeed, Ms. Booth says, for each series of notes outstanding:

      (1) the appropriate indenture trustee has already
          filed a proof of claim; or

      (2) AWI has scheduled the indenture trustee's claim
          in its Schedules as non-contingent and undisputed,
          in each case for the total principal amount
          outstanding, plus accrued interest, on each such
          series of notes or bonds as of the Petition Date.

Thus, Ms. Booth concludes, any claims asserted by or on behalf
of individual noteholders or bondholders are duplicative of the
master claim filed by the appropriate indenture trustee or
scheduled by AWI. The proofs of claim in Group C are those
claims filed by individual noteholders or bondholders that also
are included in one or more of the indenture trustee proofs of
claim.

Therefore, the Debtors ask the Court to disallow the duplicate
claims and expunged them from the claims registry of these
cases.

The proofs of claim in Group B are:

      Claimant                                  Claim Amount
      --------                                  ------------
Carey Canada, Inc.                              Unliquidated
Philadelphia, PA

Carroll College                                 Unliquidated
Mt. Pleasant, SC

Celotex Corporation                             Unliquidated
Philadelphia, PA

GMI Insultation                                     1,940.00
Lebanon, PA

Keysor-Century Corporation                        409,869.05
Saugus, GA

Commonwealth of Massachusetts Dept. of Revenue    326,857.09
Boston, MA

Modern Handling Equipment Co.                      37,630.97
Bristol, PA

Rutgers University                              Unliquidated
Piscataway, NJ

Stanford University                             Unliquidated
San Francisco, CA

The Asbestos Settlement Trust (Celotex)         Unliquidated
Philadelphia, PA

Thomas Moore College                            Unliquidated
Covington, KY

Town of Hooksett                                Unliquidated
Hampton, SC

Union County Board of Education                 Unliquidated
Hampton, SC

USM Corp. Bailey Div.                           Unliquidated
Seabrook, NY

The proofs of claim in Group C are:

      Claimant                                Surviving Claim
      --------                                ---------------
Lois A. Berry and William V. Berry                   $279.39
Annville, PA

Anthony & Patricia Lang                             5,000.00
St. John, MD

Curtis R. Rasmussen                                 6,877.40

                      Group D:  Holdings Interests

AWI is an indirect, wholly owned subsidiary of Armstrong
Holdings, Inc., a publicly traded company, which is not a debtor
in these cases. The claims in Group D represent equity interests
in Holdings and not claims against any of the Debtors.

Holdings is not a debtor in these Chapter 11 cases, and equity
interests in Holdings may not be asserted as claims against any
of the Debtors.  Accordingly, the Debtors object to the
allowance of Mildred Bogienski's unliquidated Holdings Interest
and ask the Court to disallow and expunge Ms. Bogienski's
Holdings Interest.

                         Group E:  Late Claims

The claims in Group E were filed after the Bar Date, or other
deadline to file proofs of claim as authorized by the Bankruptcy
Code or prior Court Order.  Section 502(b)(9) of the Bankruptcy
Code provides that a proof of claim will not be allowed if not
timely filed.  Because the claims in this Group were not timely
filed, the Debtors object to these claims and ask the Court to
disallow and expunge these claims:

      Claimant                   Date Filed   Asserted Amount
      --------                   ----------   ---------------
American Inks & Coatings Corp.    09/04/2001    Unliquidated
Blue Bell, PA

Asbestos Claims Management Corp.  12/12/2001    Unliquidated
Dallas, Texas

Bonezzi Switzer Murphy & Polito   10/05/2001        3,954.65
Cleveland, OH

Canadian National Railway Co.     06/10/2002       58,610.00
Toronto, Canada

Ecredit.Com                       09/10/2001       10,600.00
Dedham, MA

Franchise Tax Board               08/08/2002    3,027,272.49
Sacramento, CA

Modern Handling Equipment Corp.   05/06/2002       37,630.97
Bristol, PA

NGC Settlement Trust              12/12/2001    Unliquidated
Dallas, TX

The Asbestos Settlement Trust     03/01/2002    Unliquidated
Philadelphia, PA

                        Group F: No Documentation

Ms. Booth describes the proofs of claim in Group F as those
filed without the supporting documentation required.  These
proofs of claim, therefore, do not constitute valid, prima facie
claims because they have no supporting documentation.  Ms. Booth
reminds Judge Newsome that, for a proof of claim to be legally
sufficient, it must:

   (a) be in writing;

   (b) make a demand upon the debtor's estate;

   (c) express an intent to hold the debtor liable for the debt;

   (d) be properly filed; and

   (e) be based on facts that would allow, as a matter of
       equity, the document to be accepted as a proof of claim.

Rule 3001(b) of the Federal Rules of Bankruptcy Procedure
further requires that the proof of claim be signed by the
creditor or the creditor's authorized agent.  If a proof of
claim fails to comply with each of these requirements, it is not
entitled to prima facie validity.

Ms. Booth asserts that the proofs of claim in Group F contain no
documentation from which Judge Newsome could reasonably rely to
accept the proof of claim as evidence that each of these
respective claimants has a valid claim.  Furthermore, nothing in
the Debtors' books and records evidences or supports a valid
claim against the Debtors in the amounts asserted by any of the
holders of the proofs of claim in this Group.  Therefore, the
Debtors object to each of these proofs of claim and ask the
Court to disallow and expunge these claims:

      Claimant                                Asserted Amount
      --------                                ---------------
Acorn Glen Quality Assisted Living              Unliquidated
Princeton, NJ

Canadian National Railway Company                  58,610.00
Toronto, Canada

Minnie Etheridge                                   20,000.00
Catherine, AL

The Hartford                                    Unliquidated
Hartford, CN

H L Yoh Company LLC                                35,155.74
Lancaster, PA

KTK Corporation                                 Unliquidated
Princeton, New Jersey

Unipak LLC                                         10,213.32
Louisville, KY

Viacom Inc.                                     Unliquidated
Pittsburgh, PA

Zurich American Insurance Company               Unliquidated
Baltimore, MD
(Armstrong Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

DebtTraders reports that Armstrong Holdings Inc.'s 9.000% bonds
due 2004 (ACK04USR1) are trading between 58.5 and 60. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACK04USR1for  
real-time bond pricing.


ASPEN GROUP: Brings-In Robert Calentine as Interim CEO
------------------------------------------------------    
Aspen Group Resources Corporation, (OTC Bulletin Board: ASPGF;
Toronto: ASR), appointed Robert Calentine to the position of
interim Chief Executive Officer.  Mr. Calentine has been on the
Board of Directors of Aspen since May, 2002, and was former CEO
and founder of Custom Steel Inc., a leading supplier of custom
fabricated steel products.

Aspen also announced that it has appointed Ron Mercer as Vice-
President of Operations.  Mr. Mercer has been with Aspen since
1999 in various capacities.

Aspen has received the resignation of Jack Wheeler as a director
and officer of Aspen.  Mr. Wheeler has served Aspen in various
capacities as Chairman, President, CEO and a director since
September of 1999.  The Board of Directors of Aspen thank Mr.
Wheeler for his years of service and wish him success in his
future endeavors.

Aspen also announced that it has received a notice of default
from its bank with regard to its loan facility.  Management of
Aspen is actively pursuing resolutions with its bank to rectify
the events of default and put the loan back in good standing as
soon as possible.
    
For additional information on Aspen Group Resources Corporation
visit http://www.asgrc.com


AUDIBLE INC: Balance Sheet Insolvency Widens to $11MM at Sept 30
----------------------------------------------------------------
Audible, Inc. (NASDAQ: ADBL), the leading provider of
downloadable spoken word audio that informs and entertains
anywhere and any time with audio editions of books, newspapers,
magazines, radio programs and original shows, announced results
for the quarter ended September 30, 2002.

Highlights include:

     -- Growth to over 182,000 customers, an increase of 79%
        year over year.

     -- Audible.com(R) and Apple integrated the iPod and iTunes
        with Audible's Internet audio service.

     -- The Audible Internet audio service has been integrated
        into Palm's new Tungsten T handheld and will also be
        offered to users of future Palm handhelds.

     -- The new MSN 8 gives users free trial offers for
        Audible's downloadable audiobooks.

     -- Audible.com demonstrated downloads of spoken audio to
        Windows powered Smartphone.

     -- Audible.com and Cox High Speed Internet entered into a
        comarketing partnership.

     -- Audible.com and Toshiba Cable Modems entered into a
        comarketing partnership.

     -- Audible.com and Mac Publishing entered into a wide-
        ranging distribution and programming partnership.

     -- Audible.com named one of the "Best of Today's Web" by PC
        World magazine.

     -- Kenwood's Music Keg, powered by PhatNoise, will ship
        compatible with Audible's Internet audio service.

     -- Deloitte and Touche named Audible one of New Jersey's
        fastest growing technology companies in their "Fast 50"
        program, noting the company's 5,879% growth record over
        the past five years.

At September 30, 2002, Audible recorded a total shareholders'
equity deficit of about $11 million.

"In an environment where significant economic growth is a
challenge to many companies, Audible has once again exceeded its
consumer content growth goals," observed Donald Katz, chairman
and CEO, Audible, Inc. "This performance comes in advance of the
positive effect of many of the important co-marketing and
service bundling relationships the company has struck with
leading partners in the broadband, CD-burning, audio device, and
retail sectors.

"Perhaps most importantly, our core consumer is no longer drawn
from the ranks of early adopters," continued Katz. "The
environmental acceptance of concepts such as downloading audio
files and burning your own CDs is proving to be a tremendous
catalyst as we move closer to profitability. With increased
awareness of our audio service, we believe broad customer
acceptance of the Audible audio service will emanate from the
ranks of any and all consumers who want to make better use of
their time."

Consumer content revenue increased 24% in the third quarter over
the prior quarter to $3,002,039. Net loss per share for the
third quarter was $0.16. Net cash used during the quarter was
$3.1 million. Audible's cash and cash equivalents totaled $3.7
million on September 30, 2002.

In related news, Audible, Inc., announced that it has received a
Nasdaq Staff Determination letter on October 29, 2002 indicating
that the company has failed to comply with Marketplace Rule
4310(C)(8)(D) which required that Audible regain, by October 28,
2002, a minimum bid price for its common stock of $1.00 and with
Marketplace Rule 4310(C)(2)(A) which requires that Audible meet
the initial inclusion requirements of the Nasdaq SmallCap
Market. Specifically, Rule 4310(C)(2)(A) requires that Audible
have (i) stockholder's equity of $5 million; (ii) market value
of listed securities of $50 million; (iii) $750,000 net income
from continuing operations in the most recently completed fiscal
year or in two of the last three most recently completed fiscal
years. Accordingly, the company's securities are subject to de-
listing from the Nasdaq Small Cap Market.

Audible will be requesting a hearing before the Nasdaq Listing
Qualifications Panel to review the Staff Determination. The
request for a hearing will defer the de-listing of Audible's
common stock pending a decision by the panel. There can be no
assurance that the panel will grant the company's request for
continued listing. If the company's common stock is de-listed
from the Nasdaq Small Cap Market, the company expects that its
common stock would trade on NASD's OTC Bulletin Board.
Management sees no negative impact of the potential of moving to
OTC on operations or the achievement of growth and
profitability.

Audible(R) -- http://www.audible.com-- is the Internet's  
largest, most diverse provider of premium spoken audio services
for content download or playback on personal computers or
AudibleReady(TM) PC-based mobile devices. Audible has more than
34,000 hours of audio programs and 125 content partners that
include leading audiobook publishers, broadcasters,
entertainers, magazine and newspaper publishers and business
information providers. Audible.com is Amazon.com's --
http://www.amazon.com-- exclusive provider of spoken word  
products for downloading or streaming via the Web. Additionally,
the Company is strategically aligned with Random House, Inc., to
pioneer the first-ever imprint to produce spoken word content
specifically suited for digital distribution, Random House
Audible. Among the Company's key business partners are Apple
Corp., Card Access Inc., Casio Inc., Compaq Computer
Corporation, Handspring, Hewlett-Packard Company, Microsoft
Corporation, Royal Philips Electronics, RealNetworks, Inc.,
SONICblue Incorporated's Rio Audio Group, Sony Electronics,
Texas Instruments and VoiceAge Corp.


BCE INC: Closes CDN$2-Billion Public Debt Offering
--------------------------------------------------
BCE Inc., (TSX, NYSE: BCE) closed a public offering of $300
million 6.20% Series A Notes, $1,050 million 6.75% Series B
Notes, and $650 million 7.35% Series C Notes, further to its
prospectus supplement dated October 25, 2002 to its August 1,
2002 shelf prospectus filing. Total gross proceeds were $2
billion.

BCE is Canada's largest communications company. It has 24
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand. BCE leverages those connections with extensive
content creation capabilities through Bell Globemedia which
features some of the strongest brands in the industry - CTV,
Canada's leading private broadcaster, The Globe and Mail, the
leading Canadian daily national newspaper and Sympatico.ca, a
leading Canadian Internet portal. As well, BCE has extensive e-
commerce capabilities provided under the BCE Emergis brand. BCE
shares are listed in Canada, the United States and Europe.


BELL CANADA: Disposing of Remaining Assets -- Canbras and Axtel
---------------------------------------------------------------
As a result of the adoption on July 17, 2002 of the Plan of
Arrangement, and the completion of the sale of Bell Canada
International Inc.'s (Nasdaq:BCICF) (TSX:BI) interest in Telecom
Americas Ltd., on July 24, 2002, BCI's consolidated statements
of earnings and cash flows for the third quarter of 2002 reflect
only the activities of BCI as a holding company. Axtel S.A de
C.V., and Canbras Communications Corp., are recorded under
Investments on the balance sheet at the lower of carrying value
and estimated net realizable value and their operating results
are not reflected on BCI's consolidated statements of earnings.

                     Third Quarter Results

Cash on hand during the third quarter increased by $99.6 million
reflecting the cash proceeds received to date from the sale of
BCI's interest in Telecom Americas of $300.8 million, offset by
the repayment of BCI's bank facility in the amount of $174.1
million and corporate interest and overhead expenses.

BCI's balance sheet as at September 30, 2002 includes cash of
$153.5 million. Current assets also include a note receivable,
at an estimated net realizable value of $269.6 million,
representing the remaining proceeds to be received on March 1,
2003 from the payment of the balance due under the America Movil
S.A. de C.V. note. BCI's interests in Axtel and Canbras are
recorded on the balance sheet at $96.6 million. Total
liabilities include BCI's 11% senior unsecured notes due
September 2004 in the amount of $160 million and accrued
liabilities of $29.0 million.

Net earnings for the third quarter were $2.2 million, or $0.06
per share, reflecting foreign exchange gains on the America
Movil Note received as partial payment for BCI's interest in
Telecom Americas, partially offset by corporate overhead and
interest expenses and a loss from the early monetization on
September 26, 2002 of US$50 million of the America Movil Note.

Cash outlays from October 1, 2002 to March 1, 2003 are estimated
at approximately $15 million to $20 million including accounts
payable, accrued liabilities, net interest and overhead costs.
On March 1, 2003, BCI expects to receive the balance of US$170
million due under the America Movil Note. For the last 10 months
of 2003, BCI estimates cash outlays (including accounts payable,
accrued liabilities, net interest and overhead costs) at
approximately $35 million. The foregoing estimates exclude any
amounts that may be required to settle contingent liabilities
such as law suits, the Vesper guarantees and the Comcel voice
over IP claim.

               Update on Assets Held for Disposition

Pursuant to the court approved Plan of Arrangement, BCI is
actively seeking to dispose of its remaining assets, Canbras and
Axtel. The following is a summary of the third quarter financial
and operational results of both companies.

     -- Canbras' revenues reached $14.8 million in the quarter,
up $1.2 million over the third quarter of 2001 driven primarily
by cable and internet access subscriber growth partially offset
by a devaluation of 20% in the Brazilian real compared to the
Canadian dollar. EBITDA was $3.7 million, up $3.2 million over
the same quarter last year, primarily due to a reduction in
operating expenses driven by the devaluation in the Brazilian
real and higher revenues. Debt at the end of the period was $35
million. As existing cash and cash generated from operations are
not expected to be sufficient to meet current liabilities over
the next 12 months, Canbras is pursing refinancing alternatives
as well as new sources of financing. There can be no assurance
that such refinancing alternatives or any new financing can be
arranged on acceptable terms or at all.

     -- Axtel's revenues were $95.8 million for the quarter, an
increase of $1.9 million over the third quarter of 2001 driven
by higher revenue per subscriber. EBITDA reached $26.9 million,
up $16.6 million over the same quarter last year due primarily
to reduced general and administrative expenses. Debt at the end
of the period was $839 million. Axtel is pursing refinancing
alternatives as well as new sources of financing. For example,
Axtel is currently in discussions with its major supplier with
respect to the terms of its supply and financing contracts.
There can be no assurance that such refinancing or any new
financing can be arranged on acceptable terms or at all.

Plan of Arrangement Update

     -- The court-appointed monitor Ernst & Young Inc., is in
discussions with BCI and BCI's stakeholders in order to
formulate a recommendation to the court on the process of
identifying and determining claims against BCI. A final
recommendation is expected to be approved before year-end 2002.

BCI is operating under a court supervised Plan of Arrangement,
pursuant to which BCI intends to monetize its assets in an
orderly fashion and resolve outstanding claims against it in an
expeditious manner with the ultimate objective of distributing
the net proceeds to its stakeholders and dissolving the company.
BCI is listed on the Toronto Stock Exchange under the symbol BI
and on the NASDAQ National Market under the symbol BCICF. Visit
its Web site at http://www.bci.ca


BORDEN CHEMICALS: Wants Lease Decision Time Extended to April 24
----------------------------------------------------------------
For the fifth time, Borden Chemicals and Plastics Operating
Limited Partnership and its debtor-affiliates, ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
lease decision period.  The Debtors tell the Court that they
need until April 24, 2003 to decide whether to assume, assume
and assign, or reject all unexpired nonresidential real property
leases.

In connection with the conduct of its business, BCP may be a
party to various unexpired nonresidential real property leases.  
The Debtors have indicated that they have been considering
various strategic alternatives, including sales of substantially
all of its assets.  Consequently, the Debtors obtained Court's
approval for the sale of its PVC and VCM/E Plants located at its
now-idled Geismar Facility.

The Debtors point out that potential purchasers of BCP's
remaining assets may be interested in having the Debtors assume
some or all unexpired leases associated with remaining assets
and assign them to the purchasers.

With respect to the sale of the Debtors' remaining assets, the
Debtors and potential purchasers require additional time to
coordinate their separate and cooperative analyses of these
issues and negotiate a mutually acceptable strategy.  Although
the Debtors and their professionals have worked diligently and
continuously toward finalizing various possible transactions,
the process described in the Bidding Procedures will extend
beyond the current deadline.

Borden Chemicals and Plastics Operating Limited Partnership,
producer PVC resins, filed for chapter 11 protection on April 3,
2001. Michael Lastowski, Esq., at Duane, Morris, & Hecksher
represents the Debtors in their restructuring efforts.


BUDGET GROUP: Court OKs Young Conaway as Local Delaware Counsel
---------------------------------------------------------------
Budget Group Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor LLP as local Delaware counsel to
perform legal services that will be necessary during these
Chapter 11 cases.

The Debtors will compensate Young Conaway on an hourly basis,
and reimburse the firm for actual, necessary expenses and other
charges incurred.  The principal attorneys and paralegals
presently designated to represent the Debtors and their current
standard hourly rates include:

             Robert S. Brady              -  $400
             Edward J. Kosmowski          -  $280
             Edmon L. Morton              -  $280
             Joseph A. Malfitano          -  $260
             Matthew B. Lunn              -  $220
             Thomas Hartzell (paralegal)  -  $135

As legal counsel, Young Conaway will:

A. provide legal advice with respect to the powers and duties
   as debtors in possession in the continued operation of their
   businesses and management of their properties;

B. prepare and pursue confirmation of a plan of reorganization
   and approval of a disclosure statement;

C. prepare, on behalf of the Debtors, necessary applications,
   motions, answers, orders, reports and other legal papers;

D. appear in Court and protect the Debtors' interests before the
   Court; and

E. perform all other legal services for the Debtors, which may
   be necessary and proper in these proceedings.

Robert S. Brady, a partner at Young Conaway, tells the Court
that the Firm received a $148,220 retainer in connection with
planning and preparation of initial documents for filing the
Debtors' Chapter 11 cases.  A portion of this amount has been
applied to prepetition fees and expenses, including the Chapter
11 filing fees.  Young Conaway will hold the balance as security
for postpetition fees and expenses. (Budget Group Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    

DebtTraders reports that Borden Chemical & Plastics' 9.500%
bonds due 2005 (BCPU05USR1) are trading between 0.5 and 2. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BCPU05USR1  
for real-time bond pricing.


CALPINE: Receives $22MM from Nevada Power for Past-Due Payments
---------------------------------------------------------------    
Calpine Corporation (NYSE: CPN) has received approximately $22
million from Las Vegas-based Nevada Power Company for all
outstanding payables owed to Calpine for power deliveries
Calpine made to Nevada Power during the period of May 1, 2002
through September 15, 2002. Calpine provides power and other
ancillary services to Nevada Power through a variety of short-
term contracts.

In April 2002, Nevada Power requested that its power suppliers
extend payment terms to help overcome the utility's short-term
liquidity problems. Subsequently, Nevada Power withheld a
significant portion of the power payments owed to Calpine for
power deliveries during the period from May 1, 2002 through
September 15, 2002.

Although Nevada Power was no longer meeting its full payment
obligations, Calpine continued to deliver much needed
electricity to Nevada Power customers during the hot summer
months, when power demand is at its highest.

Curt Hildebrand, Calpine vice president, stated, "Calpine
recognizes that with a vital product like electricity, customers
require a reliable energy provider. Calpine continues to
demonstrate our long-term commitment to the Nevada power market
by continuing to provide a dependable source of electricity to
Nevada Power customers."

Based in San Jose, Calif., Calpine Corporation is an independent
power company that is dedicated to providing wholesale and
industrial customers with clean, efficient, natural gas-fired
power generation. It generates and markets power through plants
it develops, owns and operates in 23 states in the United
States, three provinces in Canada and in the United Kingdom.
Calpine also is the world's largest producer of renewable
geothermal energy, and it owns approximately 1.0 trillion cubic
feet equivalent of proved natural gas reserves in Canada and the
United States. The company was founded in 1984 and is publicly
traded on the New York Stock Exchange under the symbol CPN.  For
more information about Calpine, visit its Web site at
http://www.calpine.com

                       *   *   *

As reported in the April 3, 2002 issue of the Troubled Company
Reporter, Standard & Poor's lowered its corporate credit rating
on Calpine Corp., to double-'B' from double-'B'-plus. The
outlook is stable. At the same time, Standard & Poor's lowered
its rating on Calpine's senior unsecured debt to single-'B'-plus
from double-'B'-plus, two notches below the corporate credit
rating; its rating on the "SLOBS" (Tiverton/Rumford and
Southpoint/Broad River/Rockgen) to double-'B' from double-'B'-
plus; and its rating on the convertible preferred stock to
single-'B' from single-'B'-plus.

DebtTraders reports that Calpine Corp.'s 10.500% bonds due 2006
(CPN06USR2) are trading between 37 and 39. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN06USR2for  
real-time bond pricing.


CEDARA SOFTWARE: Will Publish First Quarter Results on Nov. 22
--------------------------------------------------------------
Cedara Software Corp., (TSX:CDE/NASDAQ:CDSW) a leading provider
of medical imaging software, will release the financial results
for its first quarter after close of market on Friday, November
22, 2002. The Company will hold a conference call on Monday,
November 25, 2002 at 11:00 a.m. EST to discuss first quarter
performance and to provide an update by Cedara's recently
appointed CEO, Abe Schwartz.

                 Conference Call Details

The conference call can be accessed via audio webcast by
visiting http://www.cedara.com/investors/index.htmlor by going  
to http://www.cedara.comand clicking on "Investors".  
Participants in the conference call are asked to dial      
416-695-5806 or 1-800-273-9672, five to ten minutes prior to the
November 25, 2002, 11:00 a.m. start of the teleconference to
participate in the call. Please note the revised conference call
time of 11:00 a.m. and not 4:00 p.m. This conference call will
be recorded and will be available on instant replay at the end
of the call, until midnight December 20, 2002. To listen to the
replay, please dial 416-695-5800 or 1-800-408-3053, and enter
pass code 1300056.

            Cedara Software Corp. Annual Meeting

Cedara Software Corp., also announced it will convene its annual
meeting of shareholders on Tuesday November 26, 2002 at 3:00
p.m. EST at the Sheraton Centre Hotel, Essex Ballroom, 123 Queen
Street West, Toronto, Ontario. The doors will open at 2:30 p.m.
for product demonstrations and refreshments.

Cedara Software Corp., is a leading provider of medical imaging
software serving healthcare solution providers world-wide and is
positioned to deliver sustainable software value to its Original
Equipment Manufacturer and Value Added Reseller partners.
Cedara's software enables healthcare devices and information
technology to perform medical imaging, image distribution,
diagnostic review and therapy guidance.

As of March 31, 2002, Cedara posted a working capital deficit of
about $4.7 million and a shareholders' equity deficit of $10
million.


CLUBCORP INC: S&P Keeping Watch on B+ Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services has placed its single-'B'-
plus corporate credit rating on ClubCorp Inc., on CreditWatch
with negative implications, based on the company's weaker-than-
expected third quarter operating performance, its modest
covenant cushion, and limited liquidity.  

Dallas, Texas-based ClubCorp is the largest owner and operator
of golf and business clubs and destination golf resorts in the
world. The company operates 119 country clubs, golf clubs and
public golf facilities, three destination golf resorts and 77
business and sports clubs located in 30 states and five
countries. As of September 3, 2002, ClubCorp had $674.2 million
of debt outstanding.

"The CreditWatch listing reflects uncertainty regarding
ClubCorp's level of earnings and its ability to deliver expected
operating performance amid a soft economy," said Standard &
Poor's credit analyst Andy Liu. Liquidity for the company is
tight. ClubCorp has some borrowing availability remaining on its
revolving credit facility, and the access to capital market is
limited. The company's performance has been adversely affected
by the soft economy and negative travel trends. Memberships and
golf rounds at its business/sports clubs and golf facilities
declined, and the travel slump pressured occupancy rates at its
resort properties. Operating performance is expected to remain
weak for the medium term until the economy strengthens. On the
other hand, the company has made significant progress in
divesting under-performing and non-core properties.  

In resolving the CreditWatch, Standard & Poor's will assess
ClubCorp's near-term operating outlook, including cost reduction
efforts; refinancing plans regarding its bank loans; and any
non-core asset divestitures that the company may undertake.    


CORVUS INVESTMENTS: Fitch Keeping Watch on Low B-Rated Classes
--------------------------------------------------------------
Fitch Ratings has placed the following classes of notes issued
by Corvus Investments Ltd., and Taunton CDO Ltd., on Rating
Watch Negative:

                    Corvus Investments Ltd.

     -- $200,000,000 class A-2 fixed-rate notes due 2030 'AAA';

     -- $65,000,000 class B floating-rate notes due 2030 'AA';

     -- $60,000,000 class C floating-rate notes due 2030 'A';

     -- $40,000,000 class D floating-rate notes due 2030 'BBB';

     -- $25,000,000 class E floating-rate notes due 2030 'BB';

     -- $10,000,000 class F fixed-rate notes due 2030 'B'.

                       Taunton CDO Ltd.

     -- $26,000,000 class B floating-rate notes due 2031 'AA';

     -- $24,000,000 class C floating-rate notes due 2031 'A';

     -- $16,000,000 class D floating-rate notes due 2031 'BBB';

     -- $10,000,000 class E floating-rate notes due 2031 'BB';

     -- $4,000,000 class F fixed-rate notes due 2031 'B'.

Continued deterioration in the credit quality of their reference
pools, coupled with a number of reference obligations that have
become subjects of credit events as well as the potential for
physical delivery of reference obligations that are currently
deferring interest (PIKing) to the trusts, have increased the
credit risk of both transactions to a point where their risk may
no longer be consistent with their ratings. The physical
delivery of PIKing reference obligations would reduce the
notional amount of the credit default swaps, thus reducing
current incoming cash flows.

As of Sept. 30, 2002, Corvus Investments Ltd. had a Weighted
Average Rating Factor (WARF) of 37.05 versus a trigger of 32.
Taunton CDO Ltd. had a WARF of 37.93 versus a trigger of 32.
Reference obligations that were subjects of credit events
represented 3.5% and 8.25% of the total reference pool of Corvus
Investments Ltd. and Taunton CDO Ltd., respectively. Both
transactions were failing their E and F OC tests, with Taunton
CDO Ltd. also failing its D OC test. Fitch is currently
reviewing these transactions in detail. Appropriate action will
ensue upon completion of its analysis.

Both Corvus Investments Ltd., and Taunton CDO Ltd., are
Collateralized Debt Obligations that may have characteristics of
both synthetic and cash flow CDOs. At issuance, both
transactions entered into separate credit default swaps with
Barclays Bank PLC as the swap counterparty. In its capacity as
such, Barclays has the option to settle each swap (in whole or
in part), in which case the respective transactions could become
cash flow CDOs. As of Sept. 30, 2002, both Corvus Investments
Ltd. and Taunton CDO Ltd. did not hold any physical assets in
their portfolios. Both transactions' reference pools primarily
consisted of RMBS, CDO, and CMBS securities.


ENRON CORP: Saeger, et. al. Gets OK to Hire Manatt as Counsel
-------------------------------------------------------------
The law firm of Manatt, Phelps & Phillips LLP was previously
retained -- at Enron Corporation and its debtor-affiliates'
expense -- to represent Rex Rogers.

Four other Enron employees:

   -- Elizabeth Saeger,
   -- John Lavorato,
   -- Jeffrey Hodge, and
   -- Mark Taylor.

are being asked by the government agencies to give testimony or
information as witnesses about the Debtors.

Judge Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York permits Manatt, Phelps &
Phillips to, at the Debtors' expense, serve as counsel to the
four employees, nunc pro tunc to March 29, 2002.

As the four employees' representative, Manatt and its clients
will enter into retainer agreements as required by the District
of Columbia Court of Appeals' rules of ethics.  Either party
have the right to terminate the relationship in accordance to
the terms of the agreements.

Manatt's current regular hourly rates for its professionals who
will handle the case are:

   Michael Rauh              $475
   Lindsey W. Cooper, Jr.     230

Manatt will seek payment from the Debtors of legal fees and
disbursement of reasonable out-of-pocket expenses in its
representation of the employees with respect to the
investigation, consistent with the Fee Orders. (Enron Bankruptcy
News, Issue No. 46; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ENRON CORP: Employee Committee Encouraged by Fastow's Indictment
----------------------------------------------------------------
The following is the statement of Richard D. Rathvon, co-chair
of the Enron Employment Related Issues Committee, regarding the
federal indictment brought Thursday against former Enron CFO
Andrew Fastow, thus:

    "The Employee Committee is encouraged that the authorities
are taking aggressive action against those who mismanaged Enron
into bankruptcy.  The indictment against Mr. Fastow, the
previous freezing of his assets, the plea of former Fastow aide
Michael Kopper, all represent additional steps down the path to
justice for former Enron employees hurt by the bankruptcy.

    "Current and former Enron employees can be reassured by the
indictment against Mr. Fastow that justice is moving forward.  
And they can be reassured that the Employee Committee continues
to pursue justice and fairness down additional paths that will
hopefully lead to the recovery of an additional $80 million for
severed employees who opted-in to the settlement agreement
approved by the bankruptcy court in August.

    "Under terms of the Severance Settlement Agreement reached
with Enron and approved by the Bankruptcy Court in August, the
Committee will do all within its scope to recover the $80
million or more we believe to have been wrongfully distributed
or received.  Under terms of the Settlement Agreement, the
Employee Committee will redistribute recovered bonus money to
severed employees who opted-in to the settlement."

Employees interested in more details of the Settlement agreement
and the pursuit of retention bonuses should visit
http://www.employeecommittee.com

The Employee Committee is an official committee appointed by the
United States Trustee charged with representing the collective
interests of all current, former and retired employees of Enron
in Enron's bankruptcy case. The Employee Committee serves as a
strong advocate for the interests of former and current Enron
employees during the bankruptcy process. Members of the
committee were selected by the trustee and the make-up of the
committee was designed to reflect the broad diversity of Enron's
current and former workforce. The Committee is working to
provide employees with timely, accurate information on the
status of the bankruptcy case.


EOTT ENERGY: U.S. Trustee Appoints Unsecured Creditors Committee
----------------------------------------------------------------
Pursuant to Sections 1102(a) and 1102(b)(1) of the Bankruptcy
Code, United States Trustee for Region 7 Richard W. Simmons
names four eligible creditors of EOTT Energy Partners, L.P., and
its debtor-affiliates, to the Official Committee of Unsecured
Creditors:

1. John Robert Chambers, Chairman
   Lehman Energy Fund
   600 Travis, Ste 7330
   Houston, Texas 77002
   E-mail: rchamber@lehman.com

2. Timothy S. Collins
   Northwestern Mutual Life Insurance Co.
   720 E. Wisconsin Ave.
   Milwaukee, Wisconsin 53202
   E-mail: timothycollins@northwesternmutual.com

3. Keith Chan
   The Dreyfus Corporation
   200 Park Ave.
   New York, New York 10166
   E-mail: chan.kc@dreyfus.com

4. Derek Schrier
   Farallon Capital Management, LLC
   One Maratime Plaza, Ste, 1325
   San Francisco, California 94111
   E-mail: Dschrier@FarallonCapital.com
(EOTT Energy Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTRaders that Eott Energy Partners/Fin.'s 11.000% bonds due
2009 (EOT09USR1) are trading between 57 and 59. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EOT09USR1for  
real-time bond pricing.

EUROSTAR I CDO: Fitch Cuts Class A-3 & B Note Ratings to B+/CC
--------------------------------------------------------------
Fitch Ratings, the international rating agency, has taken the
following actions on Eurostar I CDO Notes, a collateralized debt
obligation backed predominantly by high yield bonds.

Securities downgraded and removed from Rating Watch Negative
are:

   -- Class A-3 notes to 'B+' from 'A-';
   -- Class B notes to 'CC' from 'CCC'.

The following securities have been affirmed and removed from
Rating Watch Negative:

   -- Class A-1 and A-2: 'AAA';
   -- Class C 'CC'.

Fitch's downgrades reflect the deterioration in credit quality
of the portfolio: the portfolio contains nine defaulted assets
with a total par value of EUR40.5 million and seven 'CCC' or
below rated assets with a total par value of EUR33.89m. The
weighted average Fitch rating of the current portfolio is B+
(excluding defaulted assets). The downgrade of class B is also
due to the fact that class B is currently deferring interest,
thus increasing its principal balance.

Due to the failure of the overcollateralisation tests, interest
proceeds have been diverted from class B and C notes to pay down
EUR13.19m of the class A-1 and A-2 notes. This mechanism has
improved the credit quality of the class A-1 and A-2 notes and
allowed Fitch to affirm their ratings. Interest proceeds will
continue being diverted until such time that the coverage tests
are back into compliance.

In June 2000, Stichting EuroStar I CDO, a Dutch foundation,
issued EUR306.31m of various classes of fixed- and floating-rate
notes and invested the proceeds in a portfolio of sub-investment
grade debt securities.


EXTENDED STAY: Amends Bank Credit Facility to Ensure Flexibility
----------------------------------------------------------------
Extended Stay America, Inc. (NYSE:ESA), a leading provider of
extended stay lodging, has amended its $900 million bank credit
facility to provide flexibility to accelerate the pace of
development of new hotels as market conditions warrant.

The amendment modifies certain definitions and increases the
total leverage covenant from 4.50 to 5.00 for the period from
April 1, 2003, to March 31, 2004, and from 4.50 to 4.75 for the
period from April 1, 2004, to June 30, 2004. The leverage
covenant returns to the previously scheduled level of 4.50
beginning July 1, 2004. The amendment retains the existing
pricing grid which provides for increases to the interest rate
on outstanding loans under the credit facility by 0.25% if total
leverage is greater than or equal to 4.25 or by 0.75% if total
leverage is greater than or equal to 4.75.

George D. Johnson, Jr., CEO, commented, "With the projected
decline in the rate of supply of new hotel rooms for the next
few years, we strongly believe that now is the time to prudently
accelerate our pace of development and thereby further increase
our industry-leading market share by having additional hotels in
operation as the economy recovers."

Extended Stay America currently owns and operates 452 hotels
under the Extended StayAmerica, StudioPLUS, and Crossland
brands. The Company currently has 16 hotels under construction.
The Company plans to increase the number of sites upon which it
will commence construction during the fourth quarter from 9 to
16 sites, which would increase the total number of construction
starts for 2002 from 24 to 31 sites with total development costs
of approximately $250 million. Depending on a number of factors
including improvements in the overall U.S. economy, improvements
in demand for lodging products in the overall lodging industry,
and improvements in demand for the Company's extended stay
lodging, the Company plans to commence construction on 31 sites
in 2003 with total development costs of approximately $270
million and has identified 10 additional sites with total
development costs of approximately $86 million for which
construction could commence in 2003. The Company will continue
to seek the necessary approvals and permits for additional sites
and may seek to increase the number of construction starts in
the future.

At June 30, 2002, Extended Stay America's balance sheets show
that its total current liabilities exceeded its total current
assets by about $31 million.


FINET.COM INC: Fails to Maintain Nasdaq Listing Requirements
------------------------------------------------------------
FiNet.com, Inc., (Nasdaq:FNCM), and its wholly owned
subsidiaries, have received a Nasdaq determination letter dated
October 23, 2002. The Company also announced its consolidated
third quarter financial results for the three-month period ended
September 30, 2002.

                    Nasdaq Determination Letter

The Nasdaq determination letter notifies the Company that it has
failed to comply with either the minimum $2,000,000 net tangible
assets or the minimum $2,500,000 stockholders' equity
requirements for continued listing as set forth in Marketplace
rule 4310(c)(2)(B). The letter states that as a result of its
failure to maintain the minimum requirements, the Company's
securities will be delisted from The Nasdaq SmallCap Market at
the opening of business on October 31, 2002.

Once delisted, the Company expects that its stock will trade on
the Nasdaq-operated Over-the-Counter Bulletin Board. There can
be no assurance that there will be a market maker for the
Company's securities or that an active market will develop.

                 Third Quarter Financial Results

Revenues for the three-month period ended September 30, 2002
decreased 40%, or $1.2 million, to $1.8 million compared to the
three-month period ended June 30, 2002. Revenues remained
constant compared to the three-month period ended September 30,
2001. The decrease in revenues is primarily attributable to a
substantial decrease in loan settlements during the three-month
period ended September 30, 2002.

The business-to-business segment decreased loan production by
17%, to $43.8 million, compared to $52.9 million for the three-
month period ended June 30, 2002. The business-to-business
segment's relative contribution to total loan production
remained the same compared to the three-month period ended June
30, 2002.

Loan settlements for the three-month period ended September 30,
2002 decreased to $39.0 million, a decrease of 39%, compared to
$64.1 million for the three-month period ended June 30, 2002.

Gross margin for the three-month period ended September, 2002
decreased to negative $0.2 million from $1.0 million from the
prior three month period ended June 30, 2002, and decreased
133%, or $0.8 million, compared to the three-month period ended
September 30, 2001. The decrease in gross margin is attributable
to a 39% decrease in loan settlements.

Loss from operations for the three-month period ended September
30, 2002 increased by 180%, or $1.8 million, to $2.8 million
compared to $1.0 million for the three-month period ended June
30, 2002 and increased by 27%, or $0.6 million compared to the
three-month period ended September 30, 2001.

                     Other Financial Highlights

Net loss available to common stockholders for the three-month
period ended September 30, 2002 increased 167%, or $2.5 million,
to $4.0 million compared to the three-month period ended June
30, 2002, and increased 82%, or $1.8 million, from $2.2 million
compared to the three-month period ended September 30, 2001. Net
loss also included a write-off amount of $0.9 million
representing the remaining equity balance of FiNet's Equity-
Method Investee. FiNet's senior management along with its Board
of Directors made a determination that a decline in fair value
of its investment occurred and it is other-than-temporary.

Net loss per share for the three-month period ended September
30, 2002 was $0.42 per share, compared to a net loss of $0.18
per share in the three-month period ended June 30, 2002 and
compared to a net loss of $0.23 per share in the three month
period ended September 30, 2001.

The total cash position of the Company as of September 30, 2002
was $2.3 million, of which $1.0 million was immediately
available and $1.3 million was restricted.

At September 30, 2002, FiNet.com's balance sheets show a total
shareholders' equity deficit of about $2.4 million.

FiNet.com, Inc., is a financial services holding company.
Monument Mortgage, Inc., a wholly owned subsidiary conducts
diversified mortgage banking and brokering operations and is a
provider of both traditional and online mortgage services to a
diversified customer base consisting of mortgage lenders,
mortgage brokers, real estate agents and consumers. Monument
Mortgage offers its services to mortgage broker businesses
through http://www.monument.comand to real estate broker  
businesses and to consumers through
http://www.homewardsolutions.comand http://www.finet.com  


GENTEK INC: Seeks Approval to Hire Ordinary Course Professionals
----------------------------------------------------------------
GenTek Inc., and its debtor-affiliates want to continue the
employment and retention of various attorneys, accountants and
other professionals in matters arising in the ordinary course of
their businesses and unrelated to these Chapter 11 cases, while
they operate as debtors-in-possession under the Bankruptcy Code.  
Consistent with the dimensions of these cases and the geographic
diversity of the Debtors' businesses, the Debtors will employ
the Ordinary Course Professionals on terms substantially similar
to those in effect before the Petition Date.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, explains that the continued employment of these ordinary
course professionals will enable the Debtors to continue normal
business activities that are essential to their stabilization
and reorganization efforts.  On the contrary, Mr. Chehi notes
that the administration of the Debtors' estates would be
severely hindered if the Debtors were required to:

   (a) submit to the Court an application, affidavit and
       proposed retention order for each Ordinary Course
       Professional;

   (b) wait until an order is approved before any Ordinary
       Course Professional continues to render services; and

   (c) withhold payment of the normal fees and expenses of the
       Ordinary Course Professionals until they comply with the
       compensation and reimbursement procedures applicable to
       professionals retain to do Chapter 11-related tasks.

Under these conditions, Mr. Chehi points out that there is a
significant risk that some Ordinary Course Professionals would
be unwilling to provide services, and that others would suspend
services pending a specific order authorizing the services.
Since many of the matters are active on a day-to-day basis, any
delay or need to replace professionals could have significant
adverse consequences.  Moreover, requiring the Ordinary Course
Professionals to file retention pleadings and participate in the
payment approval process along with the Chapter 11 Professionals
would unnecessarily burden the Clerk's Office, the Court and the
Office of the United States Trustee, while adding significantly
to the administrative costs of these cases without any
corresponding benefit to the Debtors' estates.

Nevertheless, recognizing the importance of providing
information regarding Ordinary Course Professionals to the Court
and the United States Trustee, the Debtors propose these
retention procedures:

   -- Each Ordinary Course Professional will be required to file
      with the Court a declaration of proposed professional and
      disclosure statement within 30 days after the Court
      approves this Motion.  The Ordinary Course Professional
      will serve the disclosure to:

      * the U.S. Trustee;
      * the counsel for any official committees to be appointed;
      * the counsel to the Debtors' secured lenders; and
      * the counsel for the Debtors;

   -- After serving the required Declaration, the U.S. Trustee,
      the Committee and the Lenders will have 20 days to object
      to the retention of an Ordinary Course Professional;

   -- Any objection must be filed with the Court on or before
      the Objection Deadline and served to:

      * the Ordinary Course Professional;
      * the U.S. Trustee;
      * the counsel to the Committee;
      * counsel to the Lenders; and
      * the counsel to the Debtors;

   -- If any objection cannot be resolved and withdrawn within
      20 days after the service, the matter will be scheduled
      for hearing before the Court; and

   -- If no objection is received by the Objection Deadline, or
      if an objection is withdrawn, the Debtors will be
      authorized to retain the Ordinary Course Professional as a
      final matter without further order of the Court.

The Debtors also seek the Court's consent to retain additional
Ordinary Course Professionals, as future circumstances require,
without the need to file individual retention applications or
provide further hearing or notice to any party.  In hiring new
Ordinary Course Professionals, the Debtors suggest to the Court
these procedures:

   -- The Debtors will only file a supplement to the current
      list of Ordinary Course Professionals with the Court and
      serve a copy of the Supplement to:

      * the U.S. Trustee;
      * the counsel for the Committee; and
      * the counsel to the Lenders.

   -- As with the Ordinary Course Professionals, each Additional
      Ordinary Course Professional will be required to file and
      serve a Declaration within 30 days after the filing of the
      Supplement;

   -- The U.S Trustee, the Committee and the Lenders then would
      be given 20 days after service of each required
      Declaration to object to the retention of the Additional
      Ordinary Course Professional in question; and

   -- If no objection is submitted, or the objection is
      withdrawn, the Debtors would be authorized to retain the
      Additional Ordinary Course Professional as a final matter
      without further order.

In consideration for an Ordinary Course Professional's services,
the Debtors will implement these guidelines for payment of fees
and expenses of an Ordinary Course Professional:

   -- The Debtors will pay, without formal application to the
      Court by any Ordinary Course Professional, fees and
      expenses not exceeding a total of $30,000 per month, for
      each Ordinary Course Professional.  The Debtors also
      propose that aggregate monthly payments to all Ordinary
      Course Professionals be limited to $300,000, unless
      additional payments are authorized by the Court;

   -- If a Professional's fee exceed an average of $30,000 per
      month, any payments to a particular Ordinary Course
      Professional would become subject to court approval;

   -- However, any contingent fee amounts received by the
      Ordinary Course Professionals from recoveries realized on
      the Debtors' behalf, are exempted from the monthly
      limitations.  The limitations would apply only to direct
      disbursements by the Debtors;

   -- The monthly allowance for fees and expenses of Ordinary
      Course Professionals be applied on an average "rolling"
      basis.  If any professional's fees and expenses:

      (a) are in any month less than $30,000, the remainder of
          the monthly allowance will be made available for
          payment to that professional during subsequent months,
          in addition to the monthly allowance amount; and

      (b) exceed $30,000 -- plus any unused amounts from prior
          months -- in any month, the Debtors will pay no more
          than $30,000 -- plus any unused amounts from prior
          months.

      The Debtors will roll the average into following months,
      when it can be paid if the fees and expenses in those
      months are less than the allowance amount; and

   -- The Debtors believe that there are certain Ordinary Course
      Professionals that may be allowed to a monthly cap in
      excess of the $30,000 standard.  In this case, the Debtors
      will seek the agreement of the U.S. Trustee, the Committee
      and the Lenders to a higher cap, not exceeding $75,000,
      for any Ordinary Course Professional who will exceed
      $30,000.

      (a) If the Debtors are able to obtain their agreement to a
          higher cap, the agreement would be evidenced by the
          filing of a notice of increased cap amount; and

      (b) In the absence of an agreement, the $30,000 cap will
          be enforced.

The Debtors intend to file a payment summary statement with the
Court every 120 days and to serve the statement to the U.S.
Trustee, the Committee's and the Lenders' respective counsels.
The summary statement will include this information for each
Ordinary Course Professional:

  (i) the name of the Ordinary Course Professional;

(ii) the aggregate amounts paid as compensation for services
      rendered and reimbursement of expenses incurred by that
      Ordinary Course Professional during the statement period;
      and

(iii) a general description of the services rendered by that
      Ordinary Course Professional.

Mr. Chehi assures the Court that, although certain of the
Ordinary Course Professionals may hold unsecured claims against
the Debtors, these Ordinary Course Professionals have no
interest materially adverse to the Debtors, their estates,
creditors or shareholders. (GenTek Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Urges Court to Approve Settlement with Fusion
--------------------------------------------------------------
Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
recounts that in November 2000, Global Crossing Ltd., and its
debtor-affiliates, entered into an agreement with Financial
Fusion Inc. to develop and license certain software.  The
Software was designed to support a comprehensive program to
facilitate the exchange of information, particularly buy and
sell orders relating to stock purchases and other securities,
between broker/traders and accountants at financial
institutions.  The Service would act as a critical link between
front office and back office transaction, payment and settlement
systems for financial institutions.

During the course of the Software's development, it became
apparent that both the Debtors and Fusion neither had the
resources nor the expertise to bring the Service to market.  As
a result, the Debtors and Fusion sought a business partner whose
professional relationships with financial institutions could be
leveraged to implement the Service.  They identified the Society
of Worldwide Interbank Financial Telecommunications SCRL --
SWIFT -- as an ideal business partner for bringing the Service
to the market.  Swift has strong relationships with many
financial institutions and is in the business of implementing
software and services to facilitate the management and operation
of financial institutions.

On November 28, 2001, Mr. Basta informs the Court that the
Debtors, Fusion and Swift entered into a strategic cooperation
agreement whereby the Service could be implemented and brought
to market.  The Agreement provided that the Debtors' rights in
the Software would be modified to grant Swift rights to use the
Software to develop and operate the Service.  Additionally,
under the Agreement, the Debtors were required to:

-- provide Swift on-site resources to perform system and network
   administration for Swift's data center in Culpepper,
   Virginia;

-- transfer title to the Hosting Assets to Swift; and

-- reimburse Swift up to $100,000 for hosting the Service.

Under the Agreement, Swift and Fusion agreed to pay the Debtors
$2,000,000, payable on December 31, 2002, with an additional
$3,000,000 to be paid out as a percentage of future revenues
generated by the Service.

To date, the Debtors have incurred $790,000 in costs in its
efforts to develop the Service and fulfill its obligations under
the Agreement.  In order perform its outstanding obligations
under the Agreement, the Debtors anticipate that it would incur
at least an additional $800,000 in expenses through the end of
2002.

The Debtors does not believe that it is in its best interests to
continue to develop and operate the Service or to perform its
other obligations under the Agreement.  As a result of the
Debtors' Chapter 11 cases, Mr. Basta reminds the Court that the
Debtors have revised their business plan to concentrate on
providing core network services and connectivity for customers
between the top 200 cities in the world.  Under their current
business plan, the Debtors are neither pursuing plans under
which they would install, monitor and maintain
telecommunications equipment at individual customer locations,
nor are they involved in the development of software for the
financial industry or any other customer group.

As a result of this change in business strategy and the
concomitant downsizing in the Debtors' employee base, Mr. Basta
relates that the Debtors do not currently employ the personnel
with the requisite expertise or have the resources that are
required to develop and support the Service.  To complete the
installation of the Hosting Assets at the Virginia Site and
implement and market the Service, the Debtors would have to hire
new employees with the necessary skills.  Hiring these personnel
and deploying additional resources would place an unduly large
burden -- in terms of operating and capital expenditures -- on
the Debtors in light of their current business strategy.

Accordingly, the Parties have agreed to terminate the Debtors'
involvement in the Agreement and to relieve the Debtors of any
further obligations under the Agreement, as set forth in a
settlement agreement dated August 27, 2002.

The salient terms of the Settlement Agreement are:

-- On or before January 15, 2003, Swift will pay to the Debtors
   $950,000;

-- All the Debtors' obligations to Fusion and Swift under the
   Agreement, and all obligations of Swift and Fusion to the
   Debtors under the Agreement, will terminate and will be
   deemed to be fully and finally satisfied and of no further
   force and effect;

-- Certain obligations contained in the Agreement will remain in
   full force and effect.  Any transfer of intellectual property
   from the Debtors to Swift that has taken place prior to the
   Settlement Agreement, including transfer of rights to the
   Software, will be unaffected by the termination of the
   Agreement;

-- As soon as the Settlement is approved, the Debtors will no
   longer be a party to the Agreement;

-- The Debtors and Fusion agree that Swift's right to use the
   Software will remain valid and in force, and neither party
   will seek to further amend this consent in any way that will
   limit Swift's or Fusion's rights under Agreement;

-- Each of Fusion and Swift on the one hand, and the Debtors on
   the other hand, release and discharge the other from, and
   irrevocably and unconditionally waive, any and all claims,
   causes of actions, actions, suits, debts, dues, sums of
   money, accounting reckonings, bonds, bills, specialties,
   controversies, agreements, promises, various trespasses,
   damages, judgments, extent executions and demands whatsoever
   which the releasing party could have asserted against the
   released party arising under the Agreement, subject only to
   the rights expressly granted to the respective Parties under
   the Settlement Agreement; and

-- The Debtors affirm that all right, title and interest in the
   Hosting Assets at the Virginia Site passed to Swift effective
   July 18, 2002, free and clear of any liens.  The Hosting
   Assets constitute certain assets provided and installed by
   the Debtors at the Virginia Site for the Service pursuant to
   its obligations under the Agreement.

The purpose of this affirmation in the Settlement Agreement is
to record the fact that the Debtors have complied with its
obligations and acknowledge that from the Transfer Date forward,
all responsibility for and risk in the Hosting Assets passed to
Swift.

The Debtors ask the Court to approve the Settlement Agreement
with Swift and Fusion, pursuant to Rule 9019 of the Federal
Rules of Bankruptcy Procedure.

Mr. Basta contends that the Settlement Agreement is fair and
equitable, falls well within the range of reasonableness, and
enables the parties to avoid the costs of litigation to resolve
outstanding issues arising from the Debtors' performance under
the Agreement.  Termination of the Agreement enables the Debtors
to cover costs, earn a profit, and be relieved of an obligation
to develop and market a product in a field that is not part of
their current business plan.

Under the Settlement Agreement, Mr. Basta points out that the
Debtors will recoup the $790,000 in costs already expended, and
earn a $160,000 profit for its efforts under the Agreement.  The
Debtors estimate they would need to spend at least an additional
$800,000 to complete their obligations under the Agreement.
(Global Crossing Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Global Crossing Holdings Ltd.'s 9.625%
bonds due 2008 (GBLX08USR1) are trading between 1.625 and 1.875.
For real-time bond pricing, see   
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1


GOODYEAR TIRE: Underperformance Prompts S&P to Cut Rating to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its double-'B'-plus
corporate credit rating on Goodyear Tire & Rubber Co., on
CreditWatch with negative implications due to concern over
Goodyear's financial performance relative to expectations and
the likely need to dedicate substantial near-term cash flow to
address its underfunded pension benefit obligation.

Akron, Ohio-based Goodyear is the world's largest tire
manufacturer, supplying products to both the replacement and
original equipment markets. The company's total debt, unadjusted
for operating leases or trade receivables securitization,
totaled $3.6 billion at September 30, 2002, including $687
million of debt due within one year.

"The CreditWatch listing follows the announcement of third-
quarter 2002 results showing EBIT underperformance, relative to
Standard & Poor's expectations, due largely to disappointing
results in the North American tire segment," said Standard &
Poor's credit analyst Nancy C. Messer. Although the company's
other six operating segments reported improved operating income
for the third quarter year-over-year, the North American tire
segment accounts for 50% of Goodyear's sales, 30% of income, and
over 40% of assets. Standard & Poor's is concerned about the
adequacy of the company's ongoing restructuring actions to
improve revenues and margins in the North American segment over
the near term. In addition, the company indicated that its
underfunded benefit obligation is estimated to total $2 billion
at year-end 2002, compared with $1 billion at December 31, 2001,
due to the decline in market valuation of the plan assets.

Goodyear has reported disappointing financial results in recent
years for a number of reasons, including competitive pricing
conditions; product shortages; mix shifts; and depressed demand
in key markets. Increased debt levels resulting from the 1999
alliance with Sumitomo Rubber Industries Ltd. made Goodyear
especially vulnerable to profit pressures. Standard & Poor's is
concerned that credit protection measures may not improve in the
near term to a level commensurate with the ratings, specifically
lease- adjusted debt to capital near 50% and funds from
operations to debt in the 25%-30% range.

Standard & Poor's expects to resolve the CreditWatch listing
after meeting with management and completing further analysis of
the company's operational, product mix, and pricing strategies;
end-market demand; and pension obligation funding strategy.
Standard & Poor's will review the company's prospective covenant
compliance. Goodyear had cash balances of $595 million at Sept.
30, 2002, but cash contributions for pension funding
requirements that could be in excess of the company's free cash
flow, an accounts receivable securitization program that
requires the company to maintain a 'BB' corporate credit rating,
and significant near-term debt.


GWIN INC: Moore Stephens Expresses Going Concern Doubt
------------------------------------------------------
Gwin Inc. provides sports handicapping analysis and advice to
sports bettors worldwide through its wholly-owned subsidiary,
Global SportsEDGE, Inc.  Global SportsEDGE provides professional
handicapping advice on professional football games played by the
National Football League, professional basketball games played
by the National Basketball Association, college football and
basketball games played by Division I of the National Collegiate
Athletic Association, and professional major-league baseball.   
Over the next year, the Company plans to expand its operations
to cover sporting events in Europe and Asia, and to expand
handicapping services to include soccer, cricket and rugby.

The Company's business is highly seasonal and the seven months
ended July 31, 2002 exclude virtually all of the college and
professional football season. This has historically been the
period in which a substantial part of annual revenues are
generated. Comparisons to twelve month periods ending in
December on a "pro-rata" basis may not be effective.

Gwin's net loss decreased from $6,162,866 for the year ended
December 31, 2000 to $5,527,352 for the year ended December 31,
2001. The net loss used in earnings per share calculation in
2001 was further increased by an imputed non-cash dividend on
the Series C Preferred Shares of $1,092,000 to $6,619,352.
This imputed dividend was a result of a 50% upward adjustment in
the conversion rate attached to those Preferred Shares after
issuance. The net loss for the seven months ended July 31, 2002
was $2,075,443.

The Company's working capital deficit as of July 31, 2002, was
$3,013,361. Of that amount, approximately $396,000 represents
revenues from sales which will not be recognized until after
July 31, 2002. Since July 31, 2002, Gwin has raised
approximately $750,000 from its existing security holders.

On October 11, 2002, the firm of Moore, Stephens, P.C.,
independent auditors for Gwin Inc. said of the Company: "[T]he
Company has suffered a loss from operations, has a working
capital deficiency and accumulated deficit that raise
substantial doubt about its ability to continue as a going
concern."


HEALTHTRAC INC: Requires Additional Cash to Continue Operations
---------------------------------------------------------------
HealthTrac Inc.'s financial statements have been prepared on the
going concern basis, which assumes the realization of assets and
the settlement of liabilities in the normal course of business.
The application of the going concern concept is dependent on the
Company's ability to generate future profitable operations and
receive continued financial support from its shareholders and
from external financing. The Company incurred a loss from
operations of $2,121,903 for the six months ended August 31,
2002 and has an accumulated deficit of $119,195,227 at August
31, 2002. For the six months ended August 31, 2002, the Company
used $387,360 in cash to fund operations, and at August 31,
2002, the Company has a working capital deficiency of
$2,450,638.

Management projects that the Company will require additional
cash and working capital to fund planned operations and capital
asset additions for fiscal 2003 of approximately $600,000
(unaudited). Although management is of the opinion that
sufficient cash will be obtained from operations and external
financing to meet the Company's liabilities and commitments as
they become due in fiscal 2003, there can be no assurance that
funds from external financings will be available when required
on an economical basis to the Company. The ability of the
Company to continue as a going concern and realize the carrying
value of its assets is dependent on the Company's ability to
increase its revenues by increasing its customer base and
reducing its operating costs so that the Company achieves
profitable operations. To date, subsequent to August 31, 2002
the Company has raised no funding through external common share
private placements. If the Company is unable to obtain
sufficient funds for operations, it will be required to reduce
operations or liquidate assets.


HIGHLANDS INSURANCE: Files for Chapter 11 Reorganization in Del.
----------------------------------------------------------------
Highlands Insurance Group, Inc., (OTC Bulletin Board: HIGP)
announced that the Company and five of its non-insurance company
subsidiaries have commenced Chapter 11 bankruptcy proceedings in
the United States Bankruptcy Court for the District of Delaware.  
The Company and its debtor subsidiaries will be debtors in
possession and have filed a joint plan for the reorganization of
their debts. The joint plan will not become effective until it
is approved by the bankruptcy court.  Under the plan as
proposed, the assets of the debtors will be transferred to a
liquidating trust for the benefit of the debtors' secured and
unsecured creditors and the holders of the Company's Series One
Preferred Stock in accordance with the terms of a liquidating
trust agreement.  The Company's common stock will be cancelled
with no consideration being paid.

The Company is a property and casualty insurance holding  
company.  In December of 2001, because of continuing financial
losses, the Company adopted a plan to run-off its insurance
business and cause its insurance company subsidiaries to cease
issuing new or renewal policies, except as otherwise required by
law.  Regulatory actions taken by various of the State  
Departments of Insurance prohibit the Company's insurance
company subsidiaries from making any dividend or tax sharing
payments to the Company, and have thereby eliminated the
Company's only significant sources of revenue.  The bankruptcy
filings arose as a result of the foregoing and the Company's
substantial debt servicing requirements.


HIGHLANDS INSURANCE: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Highlands Insurance Group, Inc.
             1000 Lenox Drive
             Lawrenceville, New Jersey 08648-0426

Bankruptcy Case No.: 02-13196

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                          Case No.
     ------                                          --------
     Highlands Holding Company, Inc.                 02-13197
     Northwestern National Holding Company, Inc.     02-13198
     American Reliance, Inc.                         02-13199
      aka Vik Brothers Insurance, Inc.
     Highlands Claims and Safety Services, Inc.      02-13200
     Highlands Services Corporation                  02-13201

Type of Business: Insurance Holding Company

Chapter 11 Petition Date: October 31, 2002

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Richard W. Riley, Esq.
                  Duane Morris LLP
                  1100 North Market Street
                  Suite 1200
                  Wilmington, DE 19801
                  Tel: 302-657-4900
                  Fax : 302-657-4901

Total Assets: $1,643,969,000

Total Debts: $1,820,612,000

A. Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
JP Morgan Chase Morgan,    100% of the Common      $47,710,117   
270 Park Avenue            Stock of (1) Highlands
20th Floor                 Holding Co., Inc., (2)  (35.9M Sec.)
New York, NY 10017         American Reliance, Inc.;
                           (3) Highlands Claims and
                           Safety Services, Inc.

Insurance Partners, LP     Holder of Convertible   $40,177,946
Brad Cooper                Subordinated Debenture
54 Thompson Street         of the Debtor
New York, NY 10012
Fax: 212-985-2411

Insurance Partners, LP     Holder of Convertible   $22,143,527
Insurance Partners         Subordinated Debenture
Offshore (Bermuda)        of the Debtor
Cedar House
41 Cedar Avenue, P.O. Box
HM 1179
Hamilton, HM EX, Bermuda
Fax: 441-292-8656

Richard M. Haverland       Holder of Convertible    $2,199,452
521 Pretty Brook Road      Subordinated Debentures
Princeton, NJ 08540        of the Debtor
Fax: 561-231-6371

Comptroller of State of     Corp. Franchise Tax     $1,247,201
Texas
P.O. Box 13528
Austin, TX 78744-3528
Fax: 512-463-4617

Computer Science Corp.     Trade Debt                 $580,000
Michael E. Nemeth          
9500 Arboretum Boulevard
Austin, TX 78759

MCLP I Limited Partnership Holder of Convertible      $527,868   
c/o Bob Samuelson          Subordinated Debentures
2 Canal Park               of the Debtor
Cambridge, MA 02141

JLT Re Solutions, Inc.     Settlement Agreement       $265,000    
c/o Klett Rooney Lieber &
Schorling
650 Broad Street, 8th Floor
Newark, NJ 07102

Charles J. Bachand          Holder of Convertible     $208,947  
                            Subordinated Debentures
                            Of the Debtor

W. Dale Montgomery         Holder of Convertible      $203,449
                           Subordinated Debentures
                           of the Debtor

Michael A. Weberpal        Holder of Convertible      $184,000
                           Subordinated Debentures
                           of the Debtor

John W. Cowley             Employee & Retention       $166,250
                           Agreement Alleged Amount

JP Morgan Securities Inc.  Financial Advisory         $150,000
                           Services   

Kenneth D. Javor           Holder of Convertible      $109,972
                           Subordinated Debentures
                           Of the Debtor

First International        Financial Advisory         $103,527
Securities                Services

Robert C. Resch            Holder of Convertible       $71,482
                           Subordinated Debentures
                           of the Debtor

Highlands Insurance Co.    Intercompany Payable        $63,938

Robert M. Stephano         Holder of Convertible       $54,986
                           Subordinated Debentures
                           of the Debtor  

Alliance of American       Assessment for              $50,000
Insurers                  membership services

Mark W. Phillips           Holder of Convertible       $40,000
                           Subordinated Debentures   
                           of the Debtor

B. American Reliance's 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
JP Morgan Chase Bank, as    100% of the            $47,710,117
Agent                      Outstanding Common
270 Park Avenue             Stock of Northwestern
20th Floor                  National Holding
New York, NY 10017          Company, Inc.

State of New Jersey         1995 and 1998 Corp.     $1,586,278
Div. of Taxation            business taxes
Conferences & Appeals Branch
Quakerbridge Road, Bldg. 5
3rd Floor
Mercerville, NJ 06618

C. Claims & Safety's 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
JP Morgan Chase Bank, as    100% of the            $47,710,117
Agent                      Outstanding Common
270 Park Avenue             Stock of Northwestern  ($8.4M Sec.)
20th Floor                  National Casualty
New York, NY 10017          Company, Inc. and Pacific
                            Insurance Company

Highlands Insurance Co.     Miscellaneous                 $386
                            Intercompany Payables

D. Highland Holdings' 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
JP Morgan Chase Bank, as    100% of the            $47,710,117
Agent                      Outstanding Common
270 Park Avenue             Stock of Highlands    ($26.5M Sec.)
20th Floor                  Insurance Company
New York, NY 10017          

Highlands Insurance Co.     Intercompany Payables         $394
                           
E. Highland Services' 3 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Northwestern National       Miscellaneous              $31,311
Casualty Company            Intercompany Payables

Highlands Insurance         Intercompany Account        $6,003
Group, Inc.

Pacific Automobile          Miscellaneous               $2,003      
Insurance Company          Intercompany Payables  


HORSEHEAD: Signs-Up McKinney & Stringer as Environmental Counsel
----------------------------------------------------------------
Horsehead Industries, Inc., and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the
Southern District of New York to employ McKinney & Stringer, PC,
as their Special Environmental Counsel, nunc pro tunc to August
19, 2002.

McKinney & Stringer will perform any legal services on any
environmental-related matters in these Chapter 11 cases,
including protecting the Debtors' interests in the case of
Horsehead Industries, Inc., d/b/a Zinc Corporation of America,
vs. Tetra Tech, Inc., and Atkins Benham, Inc., f/k/a
Roberts/Schorick & Associates.

The principal attorneys presently designated to represent the
Debtors and their current standard hourly rates are:

          David A. Cheek       $295 per hour
          Mark D. Coldiron     $300 per hour
          John P. Falcone      $190 per hour

Horsehead Industries, Inc., d/b/a Zinc Corporation of America,
the largest zinc producer filed for chapter 11 protection on
August 19, 2002. Laurence May, Esq., at Angel & Frankel, PC
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
$215,579,000 in assets and $231,152,000 in debts.


INDIGO BOOKS: Working Capital Deficit Tops $22 Mill. at Sept. 28
----------------------------------------------------------------
Indigo Books & Music Inc. (TSX: IDG), Canada's largest book
retailer, reported strong sales results for the second
consecutive quarter due to significant inventory and
merchandising improvements.

Both superstores and traditional format stores showed strong
comparable sales growth in the second quarter continuing the
first quarter sales trends. Comparative stores sales at Chapters
and Indigo superstores, including The World's Biggest Bookstore,
increased 6.2% while comparative store sales at Coles increased
5.0% during the quarter. Year to date, comparable store sales
are 7.0% and 4.8% at superstores and mall stores respectively.

At September 28, 2002, the Company's balance sheets show that
its total current liabilities exceeded its total current assets
by about $22 million.

"I am extremely pleased to see the trend we started in the first
quarter is continuing," said Heather Reisman, CEO of Indigo.
"Our strategy of careful product selection, improved
merchandising, working closely with publishers and other
suppliers, as well as the tremendous efforts of our store teams,
have clearly put us on the right track going into the all-
important holiday season."

Total consolidated revenues for the second quarter ended
September 28, 2002 grew 9.8% or $15.3 million to $171.2 million
from $155.9 million in the second quarter last year. The
increase was due in part to the operation of 12 additional
superstores for the full quarter, offset by sales decreases from
closing nine mall stores.

Second quarter sales at Chapters and Indigo superstores,
including The World's Biggest Bookstore, grew 13.2% to $118.2
million compared to sales of $104.5 million in the same period
last year. Total mall store revenues declined to $36.4 million
in the second quarter, a decrease of $1.0 million or 2.7% in
comparison to $37.4 million in the second quarter last year, due
to the closure of nine stores.

The total number of superstores at September 28, 2002 was 89 as
compared to 92 superstores at the end of the second quarter last
year. The total number of mall stores at the end of the quarter
was 181, compared to 190 last year. The store closures are part
of the Company's ongoing initiative to streamline the real
estate portfolio and close under-performing locations.

Consolidated earnings before interest, taxes, restructuring
charges, amortization and non-controlling interest in the second
quarter was $2.3 million compared to $1.0 million in the second
quarter last year, representing an increase in operating
earnings of $1.3 million. The increase is due to improved
performance across all areas of the business stemming from
higher sales and lower operating costs.

The consolidated net loss for the second quarter was $7.6
million as compared to a net loss of $31.3 million in the same
period last year, an improvement of $23.7 million. The
consolidated net loss in the second quarter last year included
restructuring and other charges of $21.2 million due to store
closures and acquisition of all shares of Indigo Books & Music,
Inc. Excluding restructuring and other charges, the consolidated
net loss improved $2.5 million over the prior year.

Indigo is a Canadian company and the largest book retailer in
Canada, operating bookstores in all provinces under the names
Indigo Books Music & more, Chapters, The World's Biggest
Bookstore and Coles. Indigo operates
http://www.chapters.indigo.caan online retailer of books,  
gifts, videos, and DVDs.

Indigo is a publicly traded company listed on the Toronto Stock
Exchange under the stock symbol IDG. To learn more about Indigo,
please visit the About Our Company section of
http://www.chapters.indigo.ca  


INFINITE GROUP: Clarifies Issues re DARPA Contract Termination
--------------------------------------------------------------
Infinite Group (NASDAQ:IMCI) provided the following further
clarifications regarding the previously announced termination of
its primary contract with the Defense Advanced Research Projects
Agency (DARPA), Contract # MDA972-02-C-0013.

What happened to the DARPA contract?

"On October 30th, 2002, Infinite received a Notice of
Termination of Contract #MDA972-02-C-0013. The Contract was
terminated for the Government's convenience under the clause
entitled Termination, Federal Acquisition Regulation (FAR)
52.249.6."

Why was the DARPA contract terminated?

"The Government has the right to terminate a contract for
'default' or 'convenience.' In this case, the Government's
contract with Infinite Photonics, a subsidiary of Infinite
Group, was terminated for the Government's convenience.
Termination for convenience is the right of the Government to
terminate or cancel performance of work under a contract, in
whole or in part, if the contracting officer determines that
termination is in the Government's interest. This right is
contained in most Government contracts. Alternatively,
Termination for default typically will occur in situations where
the Government determines that the Contractor has failed to
perform within the specified terms of the contract. To
reiterate, the Contract was terminated for the Government's
convenience."

How far had Infinite Photonics progressed in the execution of
the contract?

"The contract was executed approximately ten months ago in
February 2002. The original term of the contract was 24 months
with an approximate total value of $12 million. As of June 30th,
the Company had billed the Government approximately $2 million
for its Research and Development efforts under the Contract.
Incremental billings occurred during the quarter ended September
30, 2002. Financial results for the third quarter will be
reported in the very near future."

What happens next?

"We will work very closely with the Government on the settlement
process. For contracts terminated for the convenience of the
Government, the settlement process may occur by negotiated
agreement, by determination of the Terminating Contracting
Officer, or by costing out those efforts associated with the
Termination. The Company is entitled under the Contract to
payment for all work allowable under the Contract that has
occurred as of the termination date and all costs allowable
under the Contract's settlement provisions."

What does the termination mean to Infinite Group?

"We are currently assessing both the short and long-term impact
of the termination. Although the Company has had regular contact
with DARPA throughout the term of the Contract, the receipt of a
Notice of Termination for Convenience was unexpected at this
time. We do remain committed to developing our laser diode
technologies for commercial and military applications, and have
confidence that our technologies have strong commercial
potential across multiple markets. We intend to vigorously
explore all means to continue these efforts."

                         *     *     *

As reported in Troubled Company Reporter's August 7, 2002
edition, the Company during 2001 continued to experience
operating losses, due primarily to losses in the discontinued
Plastics Group attributed to falling demand for injection molds,
and to the start-up costs for the Photonics Group. These losses
resulted in reductions in cash flow and a negative working
capital position. Infinite is currently focused on its two
primary lines of business and is are actively pursuing
additional capital through the equity line of credit agreement,
private equity sources, strategic alliances, venture capital and
investment banking sources.

At December 31, 2001, Infinite had a working capital deficit of
approximately $1.7 million, ($1.3 million after eliminating the
assets and liabilities of its discontinued operations). The
working capital deficit was primarily caused by recurring losses
at the former Plastics Group resulting in slow payments to the
Company's vendors.

A going concern qualification was included in the opinion issued
by Infinite's auditors on its 2000 financial statements as a
result of one of the Company's primary lenders not having issued
its waiver for certain loan covenant violations that existed at
December 31, 2000 at the Laser Fare subsidiary. The loan
covenants are measured annually at December 31. The loan
covenant violations which existed at December 31, 2000 related
to failure to meet certain levels of working capital, debt to
tangible net worth ratio and exceeding capital expenditure
limits. Due to the acquisition of LENS equipment in a non-
monetary transaction and acquisition of stent equipment, the
Company exceeded the capital expenditure limitations to support
the growth of its Laser Group. Subsequent to the issuance of the
financial statements and the repayment of a certain portion of
the related debt, the bank issued a waiver letter for the
violations.

At December 31, 2001, the Company was in violation of certain
covenants related to its failure to meet certain levels of debt
to tangible net worth ratio and exceeding the capital
expenditure limits. It had completed acquisition of the LENS
equipment in a non-monetary transaction in 2001, which also
caused the Company to exceed capital limitation requirements.
The covenant violations were waived by the bank prior to the
issuance of the financial statements.


INPRIMIS INC: Changes Company Name to Ener1, Inc.
-------------------------------------------------
On October 23, 2002, Inprimis, Inc.'s Articles of Incorporation
were amended to change its name to Ener1, Inc. The new trading
symbol for the Company's common stock is "ENEI". In addition,
the Company's Articles of Incorporation were further amended to
increase its authorized common stock to 500,000,000 shares. The
action was approved by a consent of the Company's Board of
Directors and by a consent of the Company's majority
shareholders.

As a result of such amendment 4,010,000 shares of the Company's
Class A Preferred Stock were converted, according to their
terms, into an aggregate of 200,500,000 shares of common stock.
Based upon conversion of the preferred stock, the Company
currently has outstanding 309,447,020 shares of common stock.

                        *   *   *

As reported late last year, Datawave (CDNX:DTV.V, OTCBB:DWVSF)
decided not to proceed closing the Plan of Arrangement with
Inprimis as announced on October 12, 2001.  DataWave informed
Inprimis that it may reconsider its decision if Inprimis is able
to demonstrate that the Plan of Arrangement would be in the best
interest of DataWave shareholders. In October 2001, Inprimis'
securities were delisted from Nasdaq and thus, is now currently
trading on Over-The-Counter Bulletin Board.

Also, on March 5, 2002, Inprimis, Inc., appointed Kaufman,
Rossin & Co., as the independent accounting firm to audit
Inprimis' financial statements for the year ended December 31,
2001 replacing Deloitte & Touche LLP, which resigned as
Inprimis' independent accounting firm on January 23, 2002.


INT'L THUNDERBIRD: TSX Halts Trading for Listing Noncompliance
--------------------------------------------------------------
International Thunderbird Gaming Corporation (TSX: INB)
announces the following update:

The Company previously announced that its common shares were
suspended from trading by the TSX as of the close of the market
on Friday, November 1, 2002, for failure to meet the continued
listing requirements of TSX. The Company will have one year to
seek resumption of trading on the TSX by applying for
reinstatement. The Company will be required to meet all of the
TSX's listing requirements for original listing in order to be
considered for reinstatement of trading privileges. The TSX will
automatically de-list the Company's shares if such reinstatement
has not been approved by October 31, 2003.

On October 9, 2002, the Company applied for a new listing with
the TSX Venture Exchange, and that exchange has not made its
decision on whether the Company's shares will be listed for
trading. The Company's common shares are referenced on the "pink
sheets" in the U.S. -- http://www.pinksheets.com-- but have not  
actively been traded through that medium. The "pink sheets" as
well as the OTC Bulletin Board Service are quotation mediums in
the U.S. In order for shareholders to utilize the "pink sheets"
for trading, the Company must comply with certain requirements
of the Securities and Exchange Commission rule 15c2-11 and the
filing information requirements of NASD Rule 6740. The Company
is meeting with various "market makers" in the U.S. that could
offer shareholders the opportunity to trade shares on the OTC
Bulletin Board Service and on the "Pink Sheets." The Company
will issue a press release once it has complied with the
aforementioned rules and/or the TSX Venture Exchange makes its
decision on the Company's listing.

International Thunderbird Gaming Corporation is an owner and
manager of international gaming facilities. Additional
information about the Company is available on its World Wide Web
site at http://www.thunderbirdgaming.com  

As reported in Troubled Company Reporter's September 27, 2002
edition, International Thunderbird Gaming Corporation said that
its "going concern" challenges may be overcome in part if the
Company's major creditors were willing to enter into "work-outs"
with the company.

The Company is no longer in default with respect to the Prime
Receivables and MRG loans. Prime has agreed to a payment plan on
the $730,000 balance whereby the Company will begin payments of
$10,000 per month for 73 months. No interest will be charged on
the $730,000 current balance unless the Company collects on one
or more of its receivables, including the lawsuit filed by the
Company against the Spotlight 29 tribe.


KAISER ALUMINUM: Seeks Approval of Release with Terrence Hayes
--------------------------------------------------------------
Kaiser Aluminum Corporation recently initiated talks with
Terrence Hayes as well as their re-insurers led by AXA Corporate
Solutions (U.K.) Ltd. for the consensual resolution of the
Hayes' dispute.  According to Patrick M. Leathem, Esq., at
Richards, Layton & Finger, the resolution of the Hayes issues
will pave the way for the substantial reduction of the Debtors'
ongoing attorneys' fees and expenses incurred in connection with
the Louisiana State Court Proceeding.

More importantly, a settlement with Mr. Hayes will allow the
Debtors to obtain from Mr. Hayes the excess of $2,400,000 in
funds he is holding.  Although the Debtors will receive the
funds from Mr. Hayes, Mr. Leathem notes that the funds will
still be held pending resolution of the claims of the Debtors'
liability insurance carriers.  Additionally, the settlement will
eliminate the risk that Mr. Hayes may prevail on his claims
against the Debtors.

Consequently, the Debtors entered into a settlement agreement
with Mr. Hayes and AXA, pursuant to which, the Debtors will be
relieved of their obligation under the revenue and joint
prosecution agreement with Mr. Hayes to prosecute claims against
the remaining Third Party Defendants.  The Release further
provides that:

A. Payment of Funds and Dismissal of Haves' Claims

   -- $2,419,700 will be transferred by wire from a client trust
      to a client trust account of Heller Ehrman White &
      McAuliffe, LLP, counsel for the Debtors;

   -- Mr. Hayes will release the Debtors and AXA from any claims
      arising from the litigation or the settlement of the
      litigation arising from the Gramercy Explosion.  This
      includes the release of any claims for breach of any of
      the agreements between Mr. Hayes and the Debtors; and

   -- Upon Court approval of the Release by a final, non-
      appealable order, Mr. Hayes will dismiss, with prejudice,
      his appeal of the Court's ruling on the motion for relief
      from stay.  The parties agree that Hayes reserves and does
      not release his rights against Thomas and Betts and
      Schweitzer.

B. Relation to other Settlements

   -- Mr. Hayes will consent to the Debtors' assignment to AXA
      of their right, title, interest and obligation in and of
      the revenue and cost sharing provisions and cooperation
      provisions with respect to his previous agreements with
      the Debtors; and

   -- The Debtors acknowledge that they have no interest in and
      are not owed any further repayments or obligations from
      Mr. Hayes for any reason.

C. Mutual Releases

   -- Mr. Hayes will agree that the Debtors do not owe him any
      money or any other obligation for any cooperation, defense
      or other costs under their previous agreements.  Mr. Hayes
      will also agree that the Debtors will not owe any
      continuing or future obligation to cooperate or pay for
      defense or other costs under the previous agreements;

   -- The parties will acknowledge that the Debtors' only
      continuing obligation to Mr. Hayes under the previous
      agreements is their responsibility to make periodic
      payments.  These payments are funded via a third-party
      annuity purchased long before the Petition Date; and

   -- The only claims Mr. Hayes retains arising from the
      Gramercy Explosion against the Debtors are claims that may
      arise should the Debtors fail to meet their obligations
      for the periodic payments or fail to meet their
      obligations under the Release.

Thus, the Debtors ask Judge Fitzgerald to approve the Release.
(Kaiser Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


LAIDLAW INC: Wants to Keep Exclusivity Until February 28, 2003
--------------------------------------------------------------
Laidlaw Inc., has filed a motion with the United States
Bankruptcy Court for the Western District of New York in
Buffalo, New York, to extend the period during which Laidlaw has
the exclusive right to file a plan of reorganization and to
solicit acceptances thereof through February 28, 2003. A related
filing will be made with the Ontario Superior Court of Justice
in Toronto, Ontario.

As previously announced, Laidlaw has reached agreements to
settle various issues with, among others, certain constituencies
of Safety-Kleen Corp., and certain parties to the federal
securities class action litigation, In re Laidlaw Bondholders
Litigation. Laidlaw is working to resolve the remaining
outstanding issues, including certain claims asserted in the
bankruptcy proceeding by the Pension Benefit Guaranty
Corporation. The Company expects to commence the solicitation of
votes for its plan of reorganization as soon as practicable
after the resolution of these pension funding issues.

"We are pleased with the progress that we have made to date with
our banks and bondholders," said Stephen F. Cooper, Laidlaw's
vice chairman and chief restructuring officer. "We will now
focus on resolving our remaining outstanding issues and intend
to emerge from bankruptcy as soon as practicable."

Copies of various filings and other documents related to the
Company's reorganization may be obtained from the courts in
Buffalo and Toronto and also are available in the reorganization
section of the Company's Web site at http://www.laidlaw.com


LORAL SPACE: S&P Drops Corporate Credit Rating to SD from CC
------------------------------------------------------------   
Standard & Poor's Ratings Services lowered its corporate credit
rating on satellite leasing and manufacturing company Loral
Space & Communications Ltd., to 'SD' from double-'C'. An 'SD'
rating denotes a selective default. The ratings on Loral's
series C and series D preferred stocks were lowered to 'D' from
single-'C'. These actions follow completion of the company's
exchange offer on a portion of the preferred issues for $13.7
million cash and 45.8 million shares of common stock. The
exchange represented a 93% discount off the preferred stock
liquidation preference. Standard & Poor's viewed the exchange as
coercive and tantamount to a default on the original terms of
the preferred issues.

Standard & Poor's also removed the ratings from CreditWatch,
where they were placed with negative implications on Sept. 19,
2002 in response to the subpar exchange offer. At that time, the
corporate credit rating was lowered to double-'C' in
anticipation of a selective default by the company upon
completion of the exchange offer.

Subsequent to the selective default, Standard & Poor's raised
its corporate credit rating on Loral to triple-'C'-plus and
assigned its double-'C' rating to the preferred stock not
tendered in the exchange. The liquidation preference of the
remaining series C and series D preferred shares are $187.3
million and $36.7 million, respectively. The triple-'C'-minus
senior unsecured debt rating on Loral and the triple-'C'-plus
senior unsecured debt rating on wholly owned subsidiary Loral
Orion Inc. were affirmed.

The outlook is negative.

"Loral modestly improved its balance sheet and increased its
cash flow generating potential by completing the exchange offer.
However, the company's liquidity remains strained," said
Standard & Poor's credit analyst Eric Geil. "Based on earlier
company guidance, Loral expects to have roughly $100 million in
cash and borrowing availability at year-end 2002, after
accounting for cash used in the exchange offer, down from $180.7
million at June 30, 2002. We are concerned that Loral could
exhaust its remaining liquidity in 2003, given the potential for
continued satellite leasing and manufacturing industry weakness.
The company operates in a competitive environment and still
faces financially much stronger rivals."

Standard & Poor's also said that persistent industry weakness
could continue to exert downward pressure on the ratings. Absent
stronger demand to boost cash flow, or management steps to
stabilize falling liquidity, the ratings could be lowered.

DebtTraders reports that Loral Space & Communications Ltd.'s
9.500% bonds due 2006 (LOR06USR1) are trading between 64 and 68.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=LOR06USR1  
for real-time bond pricing.


MARK NUTRITIONALS: Committee Hires Kingman as Bankruptcy Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mark
Nutritionals, Inc., asks for authority from the U.S. Bankruptcy
Court for the Western District of Texas to employ the Law
Offices of William B. Kingman (Kingman, P.C.) to serve as its
counsel.

Kingman, P.C.'s employment includes:

  a) investigating the acts, conduct, assets, liabilities and
     financial condition of the Debtor, the operation of the
     Debtor's business and the desirability of the continuance
     of such business, and any other matter relevant to the case
     or to the formulation of a Plan of Reorganization;

  b) participating in preparation of the Plan;

  c) requesting the appointment of a trustee or examiner, if
     necessary;

  d) counseling the Creditors' Committee in matters relating to
     the administration of this Bankruptcy Estate;

  e) representing the Creditors' Committee in negotiations with
     the Debtor, Debtor's Counsel, secured and priority
     creditors and their respective counsel;

  f) preparing and filing pleadings relating to the
     administration of the Bankruptcy Estate and the potential
     reorganization of the Debtor and related disclosures;

  g) making court appearances on behalf of the Creditors'
     Committee;

  h) analyzing schedules and pleadings filed by the Debtor and
     other parties in interest;

  i) analyzing, negotiating and litigating claims brought in the      
     forms of objections or as adversary proceedings; and

  j) representing the Creditors' Committee in all other relevant
     matters relating to the administration of this case in
     order to maximize the interests of the creditors in this
     case.

The Creditors' Committee tells the Court that the hourly fee for
services rendered by the Firm is $215, and $60 for paralegals
and employees.

Mark Nutritionals, Inc., filed for chapter 11 protection on
September 17, 2002.  William H. Oliver, Esq., at Pipkin, Oliver
& Bradley, LLP represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors it listed estimated debts of over $10 million.


METAWAVE COMMS: Has Until April 24 to Meet Nasdaq Requirements
--------------------------------------------------------------
Metawave(R) Communications Corp. (Nasdaq:MTWV), the leading
worldwide provider of smart antenna solutions for wireless voice
and data networks, has been granted an additional 180-day grace
period, or until April 24, 2003, to regain compliance with the
$1.00 per share minimum bid price requirement of the Nasdaq
SmallCap Market. During this extension period, Metawave will
maintain its listing on the Nasdaq SmallCap Market and will
continue to trade under the ticker symbol "MTWV."

Metawave(R) Communications Corp., is the leading worldwide
provider of smart antenna solutions for wireless voice and data
networks. The company's smart antenna offerings provide wireless
operators, tower owners and infrastructure manufacturers with
cost-effective solutions that maximize capacity and performance,
improve quality and increase efficiency of CDMA, GSM and next
generation wireless networks. Metawave's smart antenna solutions
have been deployed in 14 of the top 20 markets in the US and
five of the nine regions in Mexico. Founded in 1995, the company
is headquartered in Redmond, Washington, with offices in
California and Texas. For more information, call 888/METAWAVE or
visit the company's Web site at http://www.metawave.com

                          *    *    *

                  Going Concern Consideration

At December 31, 2001, Metawave's independent auditors' report,
as prepared by Arthur Andersen LLP and dated April 3, 2002,
which appears in its 2001 Form 10-K, includes the following
explanatory paragraph:

"The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 20 to the financial statements, uncertainties
regarding asserted and potential unasserted claims exist that
raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these
matters are also described in Note 20. The financial statements
do not include any adjustments relating to the recoverability
and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the
Company be unable to continue as a going concern."

As a result of this opinion, the Company said it may experience
an adverse impact on future sales if customers choose not to
purchase our products due to concerns about our ongoing
viability. In addition, suppliers may refuse to provide product
components or insist upon unacceptable payment terms. Further,
the Company may have increased difficulty raising capital due to
this opinion.


MIIX GROUP: Nine-Month Net Loss Balloons to $50 Million
-------------------------------------------------------
The MIIX Group, Inc., (NYSE:MHU) a provider of management and
consulting services to the medical professional liability
insurance industry, announced net operating income for the third
quarter ended September 30, 2002, of $1.5 million compared to
net operating income for the third quarter ended September 30,
2001 of $4.2 million. Net income for the third quarter ended
September 30, 2002 was $0.9 million, compared to net income of
$2.5 million for the quarter ended September 30, 2001. MIIX
Insurance Company ceased writing insurance and voluntarily
entered into run-off on September 1, 2002.

For the nine months ended September 30, 2002, the Company
incurred a net operating loss of $43.8 million compared with net
operating income of $13.2 million during the nine months ended
September 30, 2001. There was a net loss for the nine months
ended September 30, 2002 of $50.6 million compared to net income
of $10.8 million for the nine months ended September 30, 2001.

Patricia Costante, Chairman and CEO, observed: "While the income
for the third quarter was modest, we are very pleased to report
significant progress in the Company's transformation from an
insurer underwriting risks to a company providing management and
consulting services. We have two primary objectives in achieving
this transformation. The first objective is to manage the run-
off operations prudently and efficiently to protect shareholder
value and existing insureds. Our second objective is to continue
to build our insurance management services and related
consulting businesses.

Run-off insurance operations progressed well in the third
quarter. Loss and loss adjustment expense reserves were adjusted
as the result of an internal study. Loss severity trends
continued to move adversely, particularly in Pennsylvania,
resulting in reserve increases, but there were also other
reserve adjustments and the overall effect for the quarter, net
of reinsurance, was a charge of about $3.7 million. Reserves for
losses and legal costs associated with future anticipated claims
not yet presented increased as a component of total reserves
from 59.4% at June 30, 2002 to 60.3% at September 30, 2002.
Investment results were impacted by continuing weakness in high
yield debt securities and the Company wrote down investment
values on certain securities by approximately $5.7 million.
Otherwise, however, the investment portfolio was reasonably
strong, with about $12 million of unrealized gains at September
30, 2002 and more than 93% of the portfolio rated at BBB or
above. Underwriting expenses dropped as the result of reduced
operations and the aggressive downsizing actions taken in the
first quarter of this year. Overall, MIIX Insurance Company
statutory surplus grew from $64.1 million at the beginning of
the quarter to $71.2 million at September 30, 2002.

The Company's insurance operations remain in voluntary run-off
in all states in which they were operating. There continues to
be a substantial risk, however, that the Company's insurance
operations may become subject to mandatory control in New Jersey
and/or Virginia as a result of several factors, including
without limitation the severity trends and continued potential
for losses in the Company's investment portfolio due to
deterioration in the market for corporate securities.

Further information about the run-off operations is contained in
the supplementary data to be filed with the Form 10-Q in this
and future quarters. The supplementary data provides detail
about loss reserves, the investment portfolio, reinsurance
recoverables and associated collateral, other balance sheet
accounts, and operating expenses relating to run-off operations.

The Company's insurance management services and consulting
operations progressed in the third quarter. As previously
reported, the Company provides ongoing management services to
MIIX Advantage Insurance Company of New Jersey. The Company has
agreed to sell to MIIX Advantage Insurance Company of New Jersey
the renewal rights associated with its New Jersey physician book
of business, certain intellectual property and ongoing
management services. The contracts with MIIX Advantage provide
an ongoing base of service revenues to the Company. The Company
is currently seeking to grow its related consulting business by
providing similar services to self-funded entities and other
healthcare provider owned insurers.

As the Company reported in a prior press release, the New York
Stock Exchange notified the Company that the Company's stock
price and market capitalization were below New York Stock
Exchange listing thresholds and requested the Company to provide
a business plan demonstrating compliance with continued listing
standards. The Company subsequently submitted a plan, which the
New York Stock Exchange has reviewed and accepted as
demonstrating compliance with continued listing standards. The
Company will continue to be listed on the Exchange but will
remain subject to oversight by the Exchange for a period of time
expected to be 18 months. Any future adverse development
affecting the Company's plan may result in delisting.

The third quarter was a very significant period of transition
for the Company. The effects of the Company's run-off business
plan are beginning to be seen as cancellation requests are
moving premium and liabilities off the books and the claim count
inventory declined in the third quarter. Case closures outpaced
new reports. While future results, particularly with respect to
loss reserves, cannot be predicted with great confidence at this
time due to rapidly changing conditions, the Company is striving
to protect the potential values we believe exist in MIIX
Insurance Company and its subsidiary insurance companies. In
addition, the Company is engaged in attempting to generate
future revenues through service and consulting arrangements with
insurers and healthcare providers."

               Third Quarter 2002 Performance Results

Total Premiums Written: Total premiums written in the third
quarter of 2002 amounted to negative $2.3 million, a decrease of
$73.3 million compared to the third quarter of 2001. The
negative total premiums written resulted from extensive
cancellation activity associated with the Company's decision to
place MIIX Insurance Company and its subsidiary insurance
company into voluntary solvent run-off earlier this year. The
negative total premiums written were composed of net
cancellations of $0.6 million in Texas, $0.6 million in New
Jersey, $0.5 million in Maryland, $0.3 million in Arizona and
$0.3 million in all other states.

Net Premiums Earned: Net premiums earned for the third quarter
of 2002 decreased by $25.8 million compared to third quarter
2001. The decrease is the net result of reduced direct and
assumed premiums earned of $24.4 million and an increase in
ceded premiums earned of $1.4 million. The decrease in gross
premiums earned occurred primarily as the result of ceased
insurance operations and cancellation activity in the second and
third quarters of 2002. The increase in ceded premiums earned
primarily followed from the decline in gross premiums earned,
and included additional ceded premiums of $4.5 million related
to the Company's aggregate reinsurance contracts associated with
loss and loss adjustment expense reserve adjustments made this
quarter.

Net Investment Income: Net investment income decreased $6.2
million for the third quarter of 2002 compared to 2001. The
decrease in net investment income reflects the impact of
declining market yields coupled with a decline in the invested
asset base, as well as an increase in average short-term
investments held during the third quarter of 2002.

Realized Investment Losses: Net realized losses on investments
were $0.6 million in the third quarter of 2002, compared to net
realized losses of $2.2 million in the third quarter of 2001.
Included in realized losses in the third quarter of 2002 were
$5.7 million of write-downs, including $2.6 million associated
with United Airlines debt and most of the balance associated
with continued poor performance from collateralized bond and
loan obligation securities.

Other Revenue/Expenses: Net other income and expenses decreased
$0.3 million for the third quarter of 2002 compared to 2001.
Other revenue and expenses for the third quarter of 2002 include
the Company's premium financing program associated with run-off
operations as well as revenues and expenses related to the
Company's management services and related contracts with MIIX
Advantage Insurance Company of New Jersey, which commenced
insurance operations on September 1, 2002. The net decrease
consists of a decrease of $0.6 million related to third quarter
2001 net other income of Hamilton National Leasing, the
Company's former subsidiary sold in the second quarter of 2002,
and an increase of $0.3 million in net revenues and expenses of
other non-insurance operations. Net revenues and expenses for
other non-insurance operations in third quarter 2002 includes
$0.1 million associated with management services and renewal
rights provided to MIIX Advantage Insurance Company of New
Jersey.

Loss and Loss Adjustment Expenses: Loss and loss adjustment
expenses were $21.2 million for the third quarter of 2002,
compared to $47.1 million in the third quarter of 2001, a
decrease of $25.9 million. Loss and loss adjustment expenses for
the third quarter of 2002 included net adjustments to increase
direct and assumed loss and allocated loss adjustment expense
reserves by $30.7 million and to decrease unallocated loss
adjustment expense reserves by $24.1 million. Ceded loss and
ALAE reserves were increased by $11.2 million. The adjustments
followed from an internal study conducted by the Company.

Direct and assumed adjustments to loss and ALAE reserves
included a net increase in Pennsylvania hospital reserves of
$23.5 million, a net decrease in Pennsylvania physician reserves
of $9.5 million, a net decrease in New Jersey physician reserves
of $0.8 million, and a net increase in reserves held on all
other business written outside of New Jersey and Pennsylvania,
primarily Texas and Ohio, of $17.5 million. The net adjustment
primarily reflects continued adverse severity trends,
particularly with respect to Pennsylvania hospital claims but
also apparent elsewhere, somewhat offset by better than expected
activity in the 2002 accident year. The net adjustment to ULAE
reserves primarily reflects the greater level of claims activity
associated with claims made business written in recent years.
Claims made business generally has a shorter development tail
than occurrence policies, and the duration of anticipated future
claim handling activity, and therefore claim activity costs per
dollar of indemnity payment, has diminished.

Funds Held Charges: Funds held charges relate to the Company's
ceded reinsurance program. Funds held charges increased by $2.7
million in the third quarter of 2002 compared to the third
quarter of 2001. The funds held charges for third quarter 2002
include an additional amount of $3.9 million associated with the
adjustments to ceded loss and loss adjustment reserves made in
the quarter. Funds held charges for the third quarter of 2001
included $1.4 million of additional charges relating to
adjustments to ceded loss and loss adjustment expense reserves
in that quarter.

Underwriting Expenses: Underwriting expenses decreased by $5.1
million in the third quarter of 2002 compared to the third
quarter of 2001. The net decrease in the quarter is principally
due to the effects of discontinued insurance operations, with
reduced commissions and a reduction in compensation and benefits
resulting from downsizing actions taken in the first quarter of
2002. In addition, underwriting expenses in the third quarter of
2001 included $0.4 million in one-time severance charges.

Provision for Income Taxes: The Company had no federal tax
expense in the third quarter of 2002 due to its significant loss
carryforward position. For the nine months ended September 30,
2002, the Company recognized a net operating loss carryback
benefit related to tax years 1997 and 1996, resulting from a tax
law change passed in the first quarter of 2002.

Subsequent Event: In October 2002, a further downsizing of
Company staff occurred in accordance with the detailed
restructuring plan developed in the first quarter. With this
action, 19 employees, or 14% of the prior workforce, were
released. No further charge beyond the restructuring charge
recorded in the first quarter is anticipated as a result of this
action.

                 Book Value and Share Information

As of September 30, 2002, book value was $7.57 per share based
on 13,382,173 outstanding shares. Excluding unrealized gains and
losses, book value was $6.64 per share on the same share base.

Weighted average shares outstanding were 13,479,760 and
13,605,579 for the quarters ended September 30, 2002 and 2001,
respectively.

Headquartered in Lawrenceville, New Jersey, The MIIX Group --
http://www.miix.com-- provides management and claims  
administrative services to the medical professional liability
insurance industry, and a range of consulting products to
physician and healthcare providers. The MIIX Group of Companies
currently protects existing physician, medical professional, and
institutional insureds through its long-term commitment to run-
off insurance operations.

                           *    *    *

As reported in the Company's Form 10-Q filed on August 14, 2002,
with the Securities and Exchange Commission, the Company has
been subjected to a number of adverse developments during fiscal
2002 as a result of unexpected and unprecedented increases in
loss severity during fiscal 2001. These increases required the
Company to record an increase in its net loss reserves of
approximately $29.5 million; in consequence, the Company was
also required to take a valuation allowance against a deferred
tax asset approximately of $9.5 million during 2002. As a result
of these adjustments, the Company has, among other things:

     -- Closed its operations in Dallas and Indianapolis;

     -- Implemented a workforce reduction program;

     -- Ceased writing insurance in the states of Virginia,
        Texas, Ohio, Pennsylvania and other states;

     -- Submitted a risk-based capital plan to the New Jersey
        Department of Insurance and Banking;

     -- Placed its New Jersey insurance operations into
        voluntary solvent runoff;

     -- Engaged investment bankers to seek offers for any or all
        of the Company's assets and properties;

     -- Withdrawn from the A.M. Best Rating System;

     -- Announced that it will cease writing new insurance
        business in the State of New Jersey effective September
        1, 2002;

     -- Been advised by the New York Stock Exchange that it no
        longer satisfies two of the applicable listing criteria
        and that its common stock may be delisted;

     -- Received a "going concern qualification" from the
        Company's independent accountants in its report
        accompanying the Company's Annual Report on Form 10-K
        for the fiscal year ended December 31, 2001.

The Company anticipates that its subsidiary, MIIX Insurance
Company, will cease doing business as an operating insurance
company on September 1, 2002. Thereafter, the Company's business
will consist principally of managing the runoff of existing
claims and managing the operations of a newly formed New Jersey
insurance company, MIIX Advantage Insurance Company of New
Jersey. Thus, the Company does not anticipate near term
significant revenues from continuing operations. Because the
subsidiary, MIIX Insurance Company, will no longer be writing
insurance policies after August 31, 2002, our revenues and
expenses will decline significantly, and our historical
financial statements cannot be relied upon as indicative of
future performance.


MITEC TELECOM: Brings-In Rajiv Pancholy as New President and CEO
----------------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM), a leading designer and
manufacturer of wireless network products for the
telecommunications industry, named Rajiv Pancholy as the
Company's new President and Chief Executive Officer, effective
October 30, 2002.  Mr. Pancholy replaces Myer Bentob, who
stepped down from the post on September 12, 2002.

"A number of momentous corporate initiatives and developments
have come together over the past few days, and Mr. Pancholy's
appointment is the capstone," said Myer Bentob, Chairman of
Mitec's Board of Directors. "We are absolutely delighted that
Mr. Pancholy will be heading up the Mitec team and I feel
confident that his broad-based expertise in the wireless
telecommunications industry will enable us to weather these
turbulent times and spur us on to the next level of growth and
success."

Mr. Pancholy is a telecommunications industry veteran who brings
to Mitec a rich experience base, having worked for both a
wireless service provider and a network equipment provider. Most
recently, he was President and Chief Operating Officer of
Microcell Connexions, where he presided over Microcell becoming
the first Canadian carrier to launch advanced 2.5G data
services. Prior to joining Microcell in 1999, he held various
senior management positions at Nortel, where he managed the
development of new products as well as alliances with key
carrier customers. His last position at Nortel was Vice
President & General Manager in the Enterprise Networks group.
Currently, Mr. Pancholy is on the investment committee of a
major financial institution in Canada and acts as a venture
advisor to several venture capital institutions in the United
States and Canada.

"I am truly delighted to be joining the Mitec team," Mr.
Pancholy said. "While we face certain challenges at the present
time, I am confident that these can be fully dealt with and we
can realize the goal of making Mitec a vibrant, growth-oriented
global company. This is a company blessed with depth in
technology and the trust and loyalty of its customers. I look  
forward to building the future on these strengths."

Mitec Telecom is a leading designer and manufacturer of products
for the telecommunications industry. The Company sells its
products worldwide to network providers for incorporation into
high-performing wireless networks used in voice and
data/Internet communications. Additionally, the Company provides
value-added services from design to final assembly and maintains
test facilities covering a range from DC to 60 GHz.
Headquartered in Montreal, Canada, the Company also operates
facilities in the United States, Sweden, United Kingdom, China
and Thailand.

Mitec Telecom Inc., is listed on the Toronto Stock Exchange
under the symbol MTM. On-line information about Mitec is
available at http://www.mitectelecom.com.  

In its recent financial statements filed with SEDAR, Mitec has
experienced recent losses, negative cash flows and it has
violated substantially all of its Canadian debt covenants. As
such, the realization of assets and the discharge of liabilities
are subject to significant uncertainty. The Company's
continuation as a going concern is dependent upon, amongst other
things; the injection of new capital by investors, the
continuing support of the Corporation's lenders which is
dependent on certain conditions including a capital injection by
November 1, 2002, maintaining a satisfactory sales level, the
continued viability of the Corporation's significant customers,
a return to profitable operations and the ability to generate
sufficient cash from operations, financing arrangements and new
capital to meet its obligations as they become due.


MORTON CUSTOM: Files for Chapter 11 Reorganization in Wilmington
----------------------------------------------------------------
Morton Custom Plastics, LLC, a leading supplier of highly
engineered injection molded plastic components to original
equipment manufacturers, announced that it has reached a
definitive agreement with Wilbert, Inc., for the sale of all of
MCP, LLC's assets.  Wilbert, based in Chicago, Illinois, is a
privately held holding company operating TPi, the largest
thermoformer of highly engineered plastic components in the U.S.
with facilities located in Florida, Iowa, Minnesota, Ohio, North
Carolina and Tennessee serving industrial original equipment
manufacturers.  MCP, LLC is a Limited Liability Corporation
managed by Morton Industrial Group, Inc. (OTCBB: MGRP).

Haskell G. Knight, who assumed the positions of President and
Chief Operating Officer of Morton Custom Plastics, LLC to effect
the restructuring of MCP, LLC, said:  "We are very excited about
the new opportunity with the Wilbert organization.  Their
financial strength will make MCP, LLC a much stronger company
and help it to realize its full potential as a plastics leader
in both thermoforming and injection molding.  Our company has
been affected by the economic downturn of 2001, including the
fallout from the September 11th attacks and the continued
sluggish economy in 2002.  While our injection molding business
is experiencing growth, the thermoforming business continues to
struggle.  The prospective partnership with Wilbert, a leading
thermoformer, provides MCP, LLC and our customers, vendors and
employees a clear path for great success going forward."

Mr. Knight added that the company "has taken aggressive actions
to manage operations during the past two difficult years,
including the necessary steps to consolidate operations, reduce
costs and maximize synergies within the company's core
businesses.  As a result, we've demonstrated that the MCP, LLC
entities form a compelling platform upon which to grow and
expand, with the right financial support."

To facilitate the sale of Morton Custom Plastics, LLC, the
subsidiary has voluntarily filed a petition for relief under
Chapter 11 in the U.S. Bankruptcy Court in the District of
Delaware in Wilmington.  The sale of Morton Custom Plastics,
LLC's assets located in Lebanon, Kentucky; St. Matthews, South
Carolina; and Harrisburg and Concord, North Carolina will be
done pursuant to Section 363. As part of the agreement and
subject to Court approval, the company has obtained commitments
for up to $2.5 million in debtor-in-possession financing from
its existing lender, GE Capital, to fund working capital and
other needs until the sale closes later this year or early next
year.

Mr. Knight said that MCP, LLC entered Chapter 11 protection with
the understanding that the company's financial reorganization
will be completed on an accelerated timetable, targeting the
year-end.  "During the reorganization, MCP, LLC will continue to
operate in the normal course of business, maintaining our strong
customer relationships with reliable, timely service and quality
products."

The MCP, LLC transaction is subject to approval of the Court,
the Boards of Directors of Wilbert, Inc. and Morton Industrial
Group, Inc. and the completion of the 20-day auction process for
qualified bidders required under Section 363.

Morton Industrial Group, Inc.'s metal fabrication business,
Morton Metalcraft Co., and its remaining plastics facility in
West Des Moines, Iowa are not affected by the filing or this
sale transaction as they are financed independently from Morton
Custom Plastics, LLC.

Wilbert, Inc., based in Chicago, Illinois, is a privately held
holding company for Wilbert Funeral Services, the largest source
of burial vaults and funeral service supplies in North America
and TPi - Thermoform Plastics, Inc., Trienda Corporation, and
Synergy World, Inc., three companies that form the largest heavy
gauge thermoforming operation in North America.

With headquarters in Harrisburg, North Carolina, Morton Custom
Plastics, LLC employs approximately 645 personnel at its
manufacturing facilities in Harrisburg and Concord, North
Carolina; St. Matthews, South Carolina; and Lebanon, Kentucky.  
MCP, LLC manufactures injection molded parts and performs pre-
and post-molding services for use by a wide range of customers,
including those in the high tech, motorized recreational
equipment, agricultural machinery and equipment, medical
equipment and supplies, office furniture and appliance
industries.  The company also provides thermoforming services to
the marine motor, automotive and commercial equipment
industries.


MORTON HOLDINGS: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Morton Holdings, LLC
             1021 W. Birchwood
             Morton, Illinois 61550

Bankruptcy Case No.: 02-13224

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Morton Custom Plastics, LLC                02-13226
     Morton Lebanon Kentucky IBRB, LLC          02-13227

Chapter 11 Petition Date: November 1, 2002

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Jeremy W. Ryan, Esq.
                  Norman L. Pernick, Esq.
                  Saul Ewing LLP
                  222 Delaware Avenue
                  Wilmington, Delaware 19899
                  302-421-6805

                            Estimated Assets:  Estimated Debts:

Holdings, LLC               $0 to $50,000      $10 to $50 Mill.
Custom Plastics, LLC        $10 to $50 Mill.   $10 to $50 Mill.         
Lebanon Kentucky IBRB, LLC  $10 to $50 Mill.   $10 to $50 Mill.        

A. Custom Plastics' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
General Electric Capital    Bank loan              $31,700,000
Corporation                                  (25,000,000 sec.)
335 Madison Ave., 12th Fl
New York, NY 10017
c/o Hydee Feldstein, Esq.
Paul, Hastings, Janofsky
& Walker LLP
515 S. Flower Street, 25th Fl
Los Angeles, CA 90071
213-683-6249

Victory Lane Productions,  Litigation                7,800,000
LLC
c/o Michael J. Brown, Esq.
625 Lakeland East Drive, Suite A
Flowood, MS 39232
601-936-7070

Worthington Ind. Inc.,     Litigation                7,800,000
and W.I. Products Inc.
f/k/a Worthington Custom
Plastics
c/o Michael G. Long, Esq.,
Vorys, Sater, Seymour and
Pease LLP
52 E. Gray St.
P.O. Box 1008
Columbus, OH 43216-1008
614-464-6400

G.E. Polymerland           Trade debt                 $788,459
9930 Kincey Avenue
Huntersville, NC 28078
800-752-7842

Aristech Acrylics          Note                       $557,892
Kim Zink
7350 Empire Dr.
Florence, KY 41042
800-354-9858

Delta Mold Inc.            Trade debt                 $515,913
9415 Stockport Place
Charlotte, NC 28273
704-588-6600

Midsouth                   Customer/Vendor offset     $409,000
P.O. Box 400
Annville, KY 40402
606-364-5142

Kleerdex                   Note                       $403,655
100 Gaither Drive Suite B
Mount Laurel, NJ 08054
856-866-1700 x202

Ashland Chemical Co.       Trade debt                 $303,164
4450 Northwest Expressway
Doraville, GA 30340
614-790-4524

Ferguson Supply & Box Mfg. Trade debt                 $298,469
2500 Cindy Lane
Charlotte, NC 28269
704-597-0310

LNP Engineering Plastics   Trade debt                 $209,382

Bayer Corporation          Trade debt                 $196,508

Angell Mfg. Company        Trade debt                 $164,334

Carolina Custom Finishing  Trade debt                 $132,173

Erickson's, Inc.           Trade debt                 $151,266

GE Operation Services      Trade debt                 $162,664

General Polymers           Trade debt                 $138,965

Georgia Gulf               Trade debt                 $194,763

MSI Mold Builders          Trade debt - Tooling       $178,613

Wrobel Engineering Co.     Trade debt                 $270,920
154 Bodwell St.
Avon, MA 02322
508-586-8338

B. Lebanon Kentucky's Largest Unsecured Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
General Electric Capital    Bank Loan              $31,700,000
Corporation                                  (25,000,000 sec.)
335 Madison Ave., 12th Fl
New York, Ny 10017
C/O Hydee Feldstein, Esq.
Paul, Hastings, Janofsky &
Walker LLP
515 S. Flower Street, 25th Fl
Los Angeles, CA 90071
213-683-6249


NATIONSRENT INC: Brings-In UBS Warburg as Financial Advisor
-----------------------------------------------------------
NationsRent Inc., sought and obtained the Court's approval to
employ UBS Warburg LLC as financial advisors in its Chapter 11
cases.

UBS Warburg will assist the Debtors in:

     (a) identifying and evaluating potential third parties to a
         potential transaction as defined in the Engagement
         Letter;

     (b) contacting and meeting with potential Transaction
         Parties;

     (c) preparing a memorandum that describes the Debtors and
         their business operations for distribution to
         Transaction Parties;

     (d) evaluate the financial aspects of a Transaction;

     (e) advising the Debtors as to the structure and form of a
         proposed Transaction;

     (f) developing a general negotiating strategy with a
         potential Transaction Party and participating in these
         negotiations;

     (g) in any proceeding relating to regulatory approvals
         required for a Transaction; and

     (h) assisting with other matters that fall within UBS
         Warburg's expertise as may be mutually agreed upon by
         both parties.

In consideration for its services, the Debtors proposed to pay
UBS Warburg:

     -- an initial fee of $175,000, payable promptly upon entry
        of an order approving the Motion; provided that this
        will be offset against the Transaction Fee; and

     -- a Transaction Fee payable at the closing of the
        Transaction, equal to the greater of:

        (1) $1,000,000; or

        (2) 1% of the Transaction Value.

        The Transactions must be consummated during the term UBS
        Warburg's engagement or within 12 months thereafter
        unless UBS Warburg chooses to terminate its engagement;

        A Transaction includes:

           (a) any merger, consolidation, reorganization or
               other business combination under which the
               business of the Debtors is combined with that of
               the Transaction Party; or

           (b) the sale, transfer or other disposition of 50%
               or more of the capital stock or assets of the
               Debtors by way of tender or exchange offer,
               option, negotiated purchase, leveraged buyout,
               minority investment or partnership, joint or
               collaborative venture or otherwise;
     
         This does not include a reorganization or
         recapitalization of the Debtors wherein the Debtors'
         creditors and other parties in interest surrender their
         debt and equity claims against the Debtors in exchange
         for new debt or equity claims as reorganized without a
         material new investment by any third party, creditor or
         other party in interest.

The Debtors will also reimburse UBS Warburg for reasonable out-
of-pocket expenses not to exceed $15,000 without the Debtors'
prior written approval.

The Debtors will indemnify, hold harmless, and defend UBS
Warburg and its affiliates, directors, agents, employees or
principals under certain circumstances.  In particular, Mr.
DeFranceschi says, these Parties will be indemnified by the
Debtors for any losses, claims, damages, liabilities and
expenses relating to or arising out of matters contemplated by
UBS Warburg's engagement. This includes any legal proceeding in
connection with matters relating to or referred to in the
parties' Engagement Letter or arising out of issues in which UBS
becomes involved in any capacity.(NationsRent Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAVISTAR INT'L: S&P Keeping Watch on BB Corporate Credit Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its double-'B'
corporate credit ratings on Navistar International Corp., and
its subsidiary Navistar Financial Corp., a leading North
American producer of heavy- and medium-duty trucks, on
CreditWatch with negative implications.

The CreditWatch listing is the result of Standard & Poor's
concerns that the loss or postponement of the Ford Motor Co. V6
diesel engine business, combined with heavy cash outlays
associated with the recently announced $456 million
restructuring charge and continued challenging end market
conditions, could pressure the credit profile and cash flow.
Additionally, the company has approximately $200 million in
manufacturing debt maturities it needs to refinance in the next
12 months, which heightens financial risk.  

In the past Navistar has tried to diversify to help reduce its
exposure to the cyclical swings in the truck market, as
evidenced by its role as a leading supplier of mid-range diesel
engines to Ford. However, Navistar announced that Ford no longer
considers the V6 diesel engine program viable and commencement
of Navistar's production is very uncertain. The company has
indicated that this decision by Ford does not affect Navistar's
supply of V8 engines to Ford. Accordingly, Navistar is taking a
$120 million to $130 million after-tax charge associated with
assets directly related to the V6 program. "The longer-term
impact of this event on Navistar's engine strategy is unclear,
as the V6 program had been viewed as a significant factor in its
engine growth strategy," said Standard & Poor's credit analyst
Eric Ballantine.

Elements of the $456 million restructuring charge include costs
associated with the closing of the Chatham, Ont., heavy-duty
truck facility, and the ceasing of operations at its body plant
located in Springfield, Ohio; asset write-downs related to the
company's V6 diesel engine program with Ford; and costs related
to exiting the Brazilian domestic truck market. Cash outlays
associated with this charge are significant and come at a time
when cash generation is weak as a result of soft market
conditions.  

Navistar continues to experience very challenging end market
conditions. The company's key end markets, heavy-duty and
medium-duty trucks, are expected to continue to experience very
weak demand over the near term, reflecting the reluctance by
trucking customers to place orders for new trucks during the
current soft economic conditions in the U.S.  

Standard & Poor's will meet with Navistar's management to assess
its long-term engine strategy, its ability to cope with present
business conditions, its plans to refinance near-term debt
maturities, and the impact of the proposed restructuring charge
on the company's cash flow and liquidity.  


NDCHEALTH CORP: S&P Ratchets Corp. Credit Rating Down a Notch
-------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on NDCHealth Corp., to 'BB-' from 'BB'. The downgrade
reflects weakened debt protection measures and the expectation
of a more leveraged financial profile for the Atlanta, Georgia-
based provider of transaction-processing products to the health-
care industry.

At the same time, Standard & Poor's assigned its 'BB-' rating to
the company's planned $200 million secured bank facility, which
would replace the company's existing $150 million unsecured
facility due 2003. The bank facility consists of a $125 million
term loan due 2008 and a $75 million revolving credit facility
due 2007.

Standard & Poor's also assigned its 'B' rating to NDCHealth's
planned $175 million senior subordinated notes due 2012.
Proceeds from the notes and the term loan, totaling $300
million, would be used to redeem $144 million in outstanding
convertible notes due November 2003, to repay $91 million of the
company's existing revolving credit facility, and to bolster
cash balances. The new $75 million revolving credit facility
would be unused and available.

Total debt after refinancing is expected to be about $325
million. The outlook is stable.

By May 2003, NDCHealth is expected to acquire the remaining
interest in TechRx Inc. (unrated), a provider of software that
automates the prescription-fulfillment process. The price,
expected to be $100 million-$200 million, can be paid in cash or
equity, or a combination of both at the company's option.

"Despite expectations for acquisition-based and internal sales
growth, profitability gains could be muted and capital spending
could increase over the near term, while the company integrates
new products, challenging free cash flow," said Standard &
Poor's credit analyst Emile Courtney.

The stable outlook assumes NDCHealth successfully integrates
TechRx and improves cash flow over the near term.


NETIA HOLDINGS: Asks Nasdaq Panel to Review Delisting Decision
--------------------------------------------------------------
Netia Holdings S.A. (WSE: NET), Poland's largest alternative
provider of fixed-line telecommunications services (in terms of
value of generated revenues), announced that on October 29, 2002
it submitted a request to the Nasdaq Listing and Hearing Review
Council to review the earlier decision of the Nasdaq Listing
Qualifications Panel to delist Netia's American Depositary
Shares from The Nasdaq Stock National Market, effective as of
the opening of the business on October 15, 2002.

Netia Holdings BV's 13.75% bonds due 2010 (NETH10NLN1) are
trading at 16 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NETH10NLN1
for real-time bond pricing.


NETIA HOLDINGS: Will Not Make Interest Payments on Certain Notes
----------------------------------------------------------------
Netia Holdings S.A. (WSE: NET), Poland's largest alternative
provider of fixed-line telecommunications services (in terms of
value of generated revenues), announced that, in accordance with
the terms of the restructuring agreement entered into earlier
this year with its noteholders, Netia Holdings B.V., one of
Netia's Dutch finance subsidiaries, will not make the following
interest payments due on November 1, 2002 on certain notes: (i)
US$10,250,000 on the 10-1/4% Dollar Notes due 2007 issued by BV
I, (ii) US$10,887,000.50 on the 11-1/4% Discount Dollar Notes
due 2007 issued by BV I and (iii) EUR 5,822,801.57 on the 11%
Discount DM Notes due 2007 issued by BV I.

In addition, these interest payments are not being made by the
Company in accordance with the Dutch Court's grant on July 12,
2002 of provisional payment suspensions on the repayment of all
obligations of BV I and Netia's other two Dutch finance
subsidiaries.


NETZEE INC: September 30, 2002 Equity Deficit Tops $10 Million
--------------------------------------------------------------
Netzee, Inc. (OTCBB: NETZ), a provider of integrated Internet
banking products and services and Internet commerce solutions,
it achieved its fourth consecutive quarter of positive pro forma
EBITDA (earnings before interest, taxes, depreciation and
amortization) and generated positive pro forma cash earnings.

For the quarter ended September 30, 2002, EBITDA totaled $1.3
million and cash earnings totaled $375,000 compared to an EBITDA
loss of $205,000 and a cash loss of $1.1 million for the quarter
ended September 30, 2001. For the quarter ended June 30, 2002,
EBITDA was $892,000 and cash loss was $27,000. Pro forma EBITDA
and pro forma cash loss numbers for the quarter ended June 30,
2002 include the impact of approximately $250,000 in severance
payments to our former Chief Financial Officer. Excluding these
costs, Netzee would have reported second quarter EBITDA of $1.1
million and cash earnings of $223,000.

In its September 30, 2002 balance sheets, Netzee recorded a
total shareholders' equity deficit of about $10 million, and a
working capital deficiency of about $24 million.

Netzee's recent achievements include:

-- Migrated over 75 financial institutions to the Netzee
         Internet Banking version 4.0 platform.

     -- Released the beta version of Premier Internet Banking
        version 6.0 to four credit union customers. Version 6.0
        features a consolidated transaction server which creates
        a seamless upgrade path to new product releases.

     -- Increased the end user acceptance rate of bill payment,
        due largely to the consumer account direct bill payment
        option.

Revenues for the quarter ended September 30, 2002 totaled $4.5
million, compared with $4.4 million in the quarter ended June
30, 2002 and $6.2 million in the quarter ended September 30,
2001. The decline in revenue as compared to the prior year is
due largely to the previously disclosed disposition of non-core
businesses, including the sale of our Digital Visions business
in November 2001, as well as the anticipated customer attrition
during 2001 and 2002 of certain non-core business we acquired
from John H. Harland Company in November 2000.

Netzee ended the third quarter of 2002 with 543 financial
institution customers contracted for its Internet banking
products and 512 installed. There were over 900,000 end users of
Netzee's core Internet banking products at September 30, 2002.

Third quarter 2002 gross profit and gross margin were $3.0
million and 66 percent, respectively, compared with $2.9 million
and 47 percent in the year-ago period, and $2.8 million and 63
percent in the second quarter of 2002. Gross margin improved
from the year-ago period due to the dispositions and attrition
of the lower-margin, non-core businesses noted above.

Net loss for the third quarter of 2002 totaled $2.8 million,
compared with $22.1 million in the third quarter of 2001 and
$5.7 million in the second quarter of 2002.

For the nine months ended September 30, 2002, EBITDA totaled
$2.7 million and cash earnings totaled $29,000. This compares to
EBITDA loss of $3.7 million and cash loss of $6.3 million for
the nine months ended September 30, 2001. Pro forma EBITDA and
pro forma cash loss numbers for the nine months ended September
30, 2002 include the impact of a $750,000 settlement of a
lawsuit and approximately $250,000 in severance payments to our
former Chief Financial Officer. Excluding these costs, Netzee
would have reported year-to-date EBITDA of $3.7 million and cash
earnings of $1.0 million. Net loss, excluding the impact of
change in accounting principle, for the nine months ended
September 30, 2002 totaled $14.8 million as compared to $52.4
million for the nine months ended September 30, 2001. Year to
date revenues in 2002 totaled $13.7 million as compared to $20.1
million during the same period in 2001.

The Company was notified by a significant customer of the
completion of their conversion to another Internet banking
system as of September 30, 2002, significantly ahead of their
schedule. Revenue for the third quarter and year-to-date period
attributable to this customer was approximately $255,000 and
$922,000, respectively. As previously disclosed, another
significant customer is expected to complete their conversion
during the fourth quarter of 2002. Revenue for the third quarter
and year-to-date period attributable to this customer was
approximately $510,000 and $1,448,000, respectively.

As of September 30, 2002, Netzee had approximately $5.7 million
in cash on hand and cash available under its line of credit.

Netzee provides financial institutions with a suite of Internet-
based products and services, including full-service Internet
banking, bill payment, cash management, Internet commerce
services, custom web design and hosting, branded portal design,
targeted marketing and implementation and marketing services.
Netzee was formed in 1999 as a subsidiary of InterCept, Inc.,
and as the successor to a company founded in 1996. Netzee became
a public company in November 1999. The company's stock is quoted
through the OTC Bulletin Board under the symbol NETZ. Further
information about Netzee is available at http://www.netzee.com  


NEWFOUNDLAND CAPITAL: Reports Improved Performance in Q3 2002
-------------------------------------------------------------
Newfoundland Capital Corporation Limited announces its unaudited
financial results for the third quarter of 2002.

The third quarter of 2002 marked the beginning of Newfoundland
Capital Corporation Limited as a pure Broadcasting Company. The
Company divested of its Publishing and Printing Division on July
25, 2002 to a newly incorporated company, Optipress Inc.,
(TSX-OPP) which completed its Initial Public Offering on that
date. The transaction was effective June 30, 2002. This
reportable segment has been accounted for as discontinued
operations from the beginning of the third quarter of 2002,
therefore the amounts shown below relate only to continuing
operations with the exception of net income.

Net income for the third quarter of 2002 was $4.3 million, a
significant improvement over the prior year's net loss of $5.0
million. Excluding the gain on sale of the Publishing and
Printing Division in the current period and the restructuring
charges in 2001, net income from continuing operations would be
$1.1 million compared to last year's $0.2 million. The after tax
gain on disposal of the Publishing and Printing Division was
$3.3 million. This is net of a deferred pre-tax gain of $3.5
million.

Revenue from continuing operations increased by 22% to $13.3
million in the quarter. Cash flow was $2.3 million as compared
to $2.1 million in 2001. The third quarter saw Radio improve
operating earnings by 43% to $3.2 million from last year's $2.3
million. Operating cash flow rose 25% to $3.7 million from $2.9
million last year.

Year-to-date, net income was $6.6 million as compared to a loss
of $4.8 million a year ago. After adjusting for the gain from
Publishing and Printing and restructuring charges, net income
from continuing operations would be $2.8 million well ahead of
2001 results which would have been at breakeven.

On revenue from continuing operations of $35.4 million, cash
flow was $6.1 million, a 37% improvement over the $4.4 million
posted last year. Radio operating earnings were $8.6 million,
50% better than last year's $5.7 million. Radio cash flow was
$9.6 million, well ahead of the $7.6 million achieved in 2001.

Newfoundland Capital Corporation Limited (TSX - NCC.A, NCC.B) is
a public company based in Dartmouth, Nova Scotia. The Company
owns and operates 42 radio stations representing a total of 57
licenses across Canada with a significant presence in Alberta
and Atlantic Canada.

Newfoundland Capital's September 30, 2002 balance sheets show a
working capital deficit of about $9 million.


NORSKE SKOG: Reports $20MM Net Loss on $392MM Sales in Q3 2002
--------------------------------------------------------------
Continuing weak economic conditions contributed to a third
quarter net loss for Norske Skog Canada Limited of $20.1 million
on sales of $392.6 million. Earnings before interest, tax,
depreciation, amortization and before other non-operating income
and expenses (EBITDA) were $42.4 million. The net results
include an after-tax foreign exchange loss of $4.7 million from
the translation of U.S. dollar denominated debt.

For the same period a year ago, the company recorded net
earnings of $18.8 million on sales of $322.1 million and EBITDA
of $45.0 million. These earnings reflect an income tax recovery
of $22.8 million from reduced provincial corporate income tax
rates. They also include an after-tax foreign exchange loss of
$9.0 million from the translation of U.S. dollar denominated
debt.

The current quarter's results compare favorably with the
previous quarter, when the company's net loss was $24.4 million
on sales of $359.8 million and EBITDA of $6.0 million. This net
loss includes an after-tax foreign exchange gain of $13.2
million from the translation of U.S. dollar denominated debt, a
release of future income taxes of $9.7 million and an after-tax
write-off of deferred financing costs of $10.3 million for
repaid term and operating credit facilities.

The company said its improved third quarter operating
performance primarily reflected higher specialty paper sales
volumes, a stronger U.S. dollar, and improved pulp and paper
production costs. Newsprint prices in North America increased
from their trough levels in the second quarter. The North
American US$50 per tonne price increase announced August 1
partially took effect during the third quarter. Pricing for
specialty grades appear to have stabilized after some slippage
early in the quarter.

The company also reports it exceeded its upgraded $100.0 million
synergy target in the quarter well ahead of the accelerated
timeline. As of September 30, 2002, NorskeCanada had captured
$110.0 million in synergies on an annualized run-rate basis
(assuming full capacity), of which $104.0 million related to
EBITDA (the original target was $60 million by August 31, 2003).
Adjusting for actual operating rates from curtailment, results
for the third quarter include EBITDA-improving synergies of
approximately $24.0 million, or $94.0 million annually.

In August, the company's paper operations returned to full
capacity following significant market downtime in the early part
of the year. Operating rates were largely boosted from the
stronger seasonal demand for the company's specialty papers;
newsprint volumes remained unchanged quarter over quarter. While
the company will continue to run full well into the fourth
quarter, it will not rule out further curtailment later in the
year or early in 2003 if markets deteriorate.

"Our approach is to be highly disciplined in matching production
with our order book," said president and CEO Russell Horner. "If
market conditions worsen, we will need to adjust our run rate
accordingly."

A major achievement in the quarter was the successful
negotiation of new five-year collective agreements with the
company's two unions - the Communications, Energy and
Paperworkers Union of Canada and the Pulp, Paper and Woodworkers
of Canada. The terms of the settlement, reached 10 months before
the existing agreements expire, provide a competitive wage
increase and ensure operational stability at all of the
company's operations for the next five years.

Horner said the constructive conclusion of negotiations is
another outcome of the company's intensive program to
dramatically improve operational performance. "While markets
have been at their historic worst, our employees have been at
their historic best," commented Horner. "Costs are down,
synergies are up, and our machine efficiency is better than
ever.

"However, we will continue to raise the performance bar.
Although we have exceeded our synergy goal, we will continue to
look for opportunities both in synergy capture and in
operational excellence."

For the nine months ended September 30, 2002, Norske Skog Canada
Limited recorded a net loss of $86.0 million on sales of
$1,076.7 million and EBITDA of $46.3 million. This compares to
net earnings of $56.5 million on sales of $975.9 million and
EBITDA of $156.8 million for the same period in 2001. The net
loss for the current period included an after-tax write-off of
deferred financing costs of $10.3 million, an after-tax foreign
exchange gain of $8.7 million, and a release of future income
taxes of $9.7 million.

(The results for the third quarter and nine months ended
September 30, 2001 exclude the earnings of Pacifica, acquired on
August 27, 2001, and the impact of changes in the company's
capital structure during the last year, and include the earnings
from the former Mackenzie pulp operations up to its sale on June
15, 2001. Further related information is available in the
attached management's discussion and analysis.)

                 Management's Discussion and Analysis

The following management's discussion and analysis should be
read in conjunction with the unaudited interim consolidated
financial statements for the three and nine-month periods ended
September 30, 2002 and 2001 and the three-month period ended
June 30, 2002. The consolidated statements of earnings and
retained earnings and cash flows for the nine-month period ended
September 30, 2001 include the results of our former Mackenzie
pulp operations prior to its sale on June 15, 2001. The
consolidated statements of earnings and retained earnings and
cash flows for the three-month and nine-month periods ended
September 30, 2001 exclude the earnings of Pacifica Papers Inc.
prior to acquisition on August 27, 2001, the full impact on
earnings of the change in the Company's capital structure
arising from the Acquisition and the payment of a special
distribution to shareholders in August 2001, and the impact of
the Company's equity offering of $217.7 million in May 2002.
These events affect comparisons with historical results.

Pulp and paper producers continued to experience challenging
market conditions during the third quarter of 2002. A stuttering
U.S. economic recovery and flagging consumer confidence, due in
part to the recent stock market downturn and rising unemployment
rates, dispelled any hopes of a significant upturn in consumer
demand outside the normal fall seasonal increase.

On the pricing front, a US$50 per tonne price increase for North
American newsprint customers partially took effect during the
quarter. Prices for specialty paper grades appear to have
stabilized after some further slippage early in the current
quarter.

Pulp prices, after several price hikes earlier this year,
started to come under downward pressure towards the end of the
current quarter, due to a combination of higher industry
operating rates and softer demand. Containerboard pricing
remained firm during the quarter.

Despite the difficult climate, we recorded an improved financial
performance for the third quarter of 2002, generating EBITDA of
$42.4 million. We also achieved our upgraded Acquisition synergy
target of $100 million, well ahead of the accelerated timeline.
Moreover, as of September 30, 2002, we had captured a further
$10 million of synergies, taking our total synergies, on an
annualized run-rate basis, to $110 million.

Results of Operations

For the three months ended September 30, 2002, we incurred a net
loss of $20.1 million on sales of $392.6 million. Earnings
before interest, taxes, depreciation, amortization and before
other non-operating income and expenses were $42.4 million. Our
net loss included an after-tax foreign exchange loss of $4.7
million arising from the translation of U.S. dollar denominated
debt. This compares to the second quarter of 2002 when we
recorded a net loss of $24.4 million and EBITDA of $6.0 million
on sales of $359.8 million. Included in the net loss for the
preceding quarter was an after-tax foreign exchange gain of
$13.2 million arising from the translation of U.S. dollar
denominated debt, an after-tax write-off of deferred financing
costs of $10.3 million associated with repaid term and operating
credit facilities, and a release of future income taxes of $9.7
million. For the quarter ended September 30, 2001, we reported
net earnings of $18.8 million and EBITDA of $45.0 million on
sales of $322.1 million. Earnings for the third quarter of 2001
reflected an income tax recovery of $22.8 million following a
reduction in provincial corporate income tax rates and an after-
tax foreign exchange loss of $9.0 million arising from the
translation of U.S. dollar denominated debt.

For the nine months ended September 30, 2002, our net loss was
$86.0 million on sales of $1,076.7 million, compared to net
earnings of $56.5 million on sales of $975.9 million for the
comparative period in 2001. Our net loss for the current period
included an after-tax write-off of deferred financing costs of
$10.3 million, an after-tax foreign exchange gain of $8.7
million arising from the translation of U.S. dollar denominated
debt, and a release of future income taxes of $9.7 million. Net
earnings for the first nine months of 2001 included an after-tax
loss of $19.0 million on the sale of Mackenzie, an after-tax
foreign exchange loss of $9.0 million arising from the
translation of U.S. dollar denominated debt, and income tax
recoveries totaling $33.3 million which resulted from the
reduction in provincial corporate income tax rates, and the
amortization of deferred credits upon utilization of acquired
tax losses. EBITDA for the first nine months of 2002 was $46.3
million, compared to $156.8 million, for the same period in
2001.

          Three Months ended September 30, 2002
     compared to Three Months ended September 30, 2001

Consolidated

Total EBITDA for the three months ended September 30, 2002 was
$42.4 million on total sales of $392.6 million, compared to
EBITDA of $6.0 million on sales of $359.8 million for the
previous quarter ended June 30, 2002. Our stronger financial
performance primarily reflected higher specialty paper sales
volumes, a stronger U.S. dollar and improved pulp and paper
production costs.

Specialties

Our specialties paper business generated EBITDA of $25.2 million
on sales of $195.1 million for the current quarter, compared to
EBITDA of $14.3 million on sales of $170.9 million for the
quarter ended June 30, 2002.

In the third quarter of 2002, sales volumes were 223,100 tonnes,
up 27,400 tonnes, or 14.0%, from the previous quarter, due
primarily to seasonally higher demand, which accounted for our
improved operating rates in the current quarter.

The average sales revenue for the third quarter remained at
similar levels to the previous quarter, at $874 per tonne. The
positive impact of a stronger U.S. dollar was balanced by lower
prices for our LWC and uncoated groundwood specialty papers, and
higher freight costs.

The average cost of sales for the current quarter was $729 per
tonne, an improvement of $34 per tonne, or 4.5%, from the
previous quarter. Our improved cost performance was due
primarily to higher production volumes, synergy- driven cost
savings resulting from the elimination of 60 positions at Port
Alberni, and lower maintenance spending. These cost savings were
partially offset by costs associated with scheduled annual power
boiler maintenance shutdowns at our Crofton and Elk Falls paper
operations in the current quarter and higher de-inked pulp (DIP)
consumption.

Newsprint

Our newsprint paper business recorded EBITDA of $0.9 million on
sales of $117.1 million for the current quarter, compared to
EBITDA of $(8.2) million on sales of $112.0 million for the
quarter ended June 30, 2002.

Third quarter newsprint sales volumes remained largely unchanged
from the previous quarter, at 201,600 tonnes.

The average sales revenue for the third quarter of 2002 was $581
per tonne, an increase of $17 per tonne, or 3.0%, from the
preceding quarter. The partial implementation of a US$50 per
tonne price increase for North American markets during the
current quarter, as well as the stronger U.S. dollar, more than
offset a decline in period-over-period average transaction
prices in offshore markets.

The average cost of sales for the current quarter was $551 per
tonne, an improvement of $30 per tonne, or 5.2%, from the
previous quarter. This was mostly attributable to further
synergies, lower maintenance costs, seasonally lower energy
costs and reduced DIP consumption. These cost reductions were
partially offset by scheduled power boiler shutdown costs at
Crofton and Elk Falls.

Pulp and Containerboard

EBITDA from pulp and containerboard operations for the third
quarter of 2002 was $16.3 million on sales of $80.4 million,
compared to EBITDA of $(0.1) million on sales of $76.9 million
for the quarter ended June 30, 2002.

Pulp and containerboard sales volumes for the current quarter
were 126,600 tonnes, a decrease of 11,200 tonnes, or 8.1%, from
the previous quarter. This was largely due to increased internal
use of kraft pulp as our paper production facilities returned to
full capacity.

The average pulp and containerboard sales revenue for the
current quarter was $635 per tonne, an increase of $77 per
tonne, or 13.8%, from the previous quarter, reflecting stronger
prices in the third quarter and favourable foreign exchange
movements.

The average cost of sales for pulp and containerboard for the
third quarter was $479 per tonne, an improvement of $55 per
tonne, or 10.3%, over the preceding quarter. The scheduled
kraftmill maintenance shutdown at Elk Falls in the second
quarter, improved energy consumption and seasonally lower energy
costs in the third quarter were the primary factors accounting
for the reduction in costs.

           Three Months ended September 30, 2002
      compared to Three Months ended September 30, 2001

Consolidated

Total EBITDA for the three months ended September 30, 2002 was
$42.4 million on total sales of $392.6 million, compared to
EBITDA of $45.0 million on sales of $322.1 million for the
comparative period in 2001. The positive impact on EBITDA of
synergies, higher sales volumes and a higher-value product mix
arising from the Acquisition, together with lower production
costs and improved pulp and containerboard prices, was offset
primarily by significantly weaker newsprint and specialty paper
prices.

Specialties

EBITDA from our specialties paper business was $25.2 million on
sales of $195.1 million for the third quarter of 2002, compared
to $26.8 million on sales of $119.4 million for the same quarter
last year.

Sales volumes for the third quarter of 2002 were 223,100 tonnes,
up 108,500 tonnes, or 94.7%, compared to the same period in
2001, primarily as a result of the Acquisition.

The average sales revenue for the third quarter of 2002 was $874
per tonne, a decrease of $168 per tonne, or 16.1%, compared to
the corresponding quarter of 2001. Price erosion over the last
year, particularly LWC and uncoated groundwood specialty papers,
outweighed the positive impact of a higher-value grade mix
arising from the Acquisition, and to a lesser extent, a stronger
U.S. dollar.

The average cost of sales for the third quarter of 2002 was $729
per tonne, an improvement of $37 per tonne, or 4.8%, from the
comparative period in 2001. The capture of various fibre,
furnish, energy, and other synergies realized in the current
quarter, together with lower wood fibre and natural gas prices,
were the primary factors accounting for the significant
reduction in costs. These cost reductions were partly offset by
costs associated with our higher-value grade mix arising from
the Acquisition.

Newsprint

Our newsprint paper business recorded EBITDA of $0.9 million on
sales of $117.1 million, compared to $15.0 million on sales of
$117.5 million for the quarter ended September 30, 2001.

Sales volumes for the third quarter of 2002 were 201,600 tonnes,
which represented an increase of 52,200 tonnes, or 34.9%,
compared to the same period in 2001. The increase was largely
due to additional newsprint capacity arising from the
Acquisition, which more than offset higher curtailment taken in
the third quarter of 2001.

For the third quarter of 2002, the average sales revenue was
$581 per tonne, a decrease of $206 per tonne, or 26.2%, compared
to the same period in 2001. The decrease substantially reflects
a sharp drop off in consumer demand over the last year as a
result of the ailing U.S. economy.

The average cost of sales for the current quarter was $551 per
tonne, an improvement of $92 per tonne, or 14.3%, compared to
the same quarter a year earlier. This primarily reflected the
capture of various synergies as well as favourable movements in
fibre and energy prices.

Pulp and Containerboard

EBITDA from pulp and containerboard was $16.3 million on sales
of $80.4 million for the current quarter of 2002, compared to
EBITDA of $3.2 million on sales of $85.2 million for the same
period in 2001.

Pulp and containerboard sales volumes for the third quarter of
2002 were 126,600 tonnes, a decrease of 28,000 tonnes, or 18.1%,
from the comparable period in 2001. Additional internal pulp
requirements in the current quarter following the closure of the
Powell River kraft pulp mill in late 2001 more than offset the
impact of 35,000 tonnes curtailment in the third quarter of
2001.

The average pulp and containerboard sales revenue for the third
quarter of 2002 was $635 per tonne, an increase of $84 per
tonne, or 15.2%, from the same quarter in 2001. The positive
variance was primarily due to improved transaction prices for
both pulp and containerboard products and favourable foreign
exchange movements.

The average pulp and containerboard cost of sales for the third
quarter was $479 per tonne, an improvement of $21 per tonne, or
4.2%, over the same quarter in 2001. Lower unit fixed costs
resulting from higher operating rates and lower fibre costs more
than offset the impact of improving net realizable values on
inventory volumes and values in the third quarter of 2001.

           Nine Months ended September 30, 2002
       compared to Nine Months ended September 30, 2001

Consolidated

Total EBITDA for the nine months ended September 30, 2002 was
$46.3 million on total sales of $1,076.7 million, compared to
EBITDA of $156.8 million on sales of $975.9 million for the
comparative period in 2001. Improvements to EBITDA resulting
primarily from Acquisition-related synergies, higher sales
volumes and a higher-value product mix, lower production costs
and stronger pulp and containerboard prices were more than
offset by a sharp deterioration in paper prices as well as
additional curtailment in 2002.

Specialties

Our specialties paper business generated EBITDA of $65.8 million
on sales of $536.4 million for the first nine months of 2002,
compared to EBITDA of $57.9 million on sales of $258.3 million
for the nine months ended September 30, 2001.

For the first nine months of 2002, sales volumes were 600,300
tonnes, up 350,900 tonnes, or 140.7%, from the same period last
year, due primarily to increased production capacity across all
product lines as a result of the Acquisition.

The average sales revenue for the nine months ended September
30, 2002 was $893 per tonne, a decrease of $143 per tonne, or
13.8%, from the same period last year. Falling prices across all
product lines, as a result of prolonged weak consumer demand,
more than offset the positive contribution made by the increased
proportion of higher-value grades following the Acquisition.

The average cost of sales for the first nine months of 2002 was
$748 per tonne, a decrease of $5 per tonne, or 0.7%, from the
same period in 2001. Synergy-driven production cost improvements
as well as lower prices for fibre and natural gas more than
offset additional costs associated with our higher- value sales
mix arising from the Acquisition, lower operating rates and
higher DIP consumption in the current period.

Newsprint

Our newsprint paper business recorded EBITDA of $(19.6) million
on sales of $320.1 million for the nine months ended September
30, 2002, compared to EBITDA of $74.3 million on sales of $371.9
million for the nine months ended September 30, 2001.

Sales volumes in the first nine months of the year were 550,700
tonnes, an increase of 113,600 tonnes, or 26.0%, compared to the
same period in 2001. Increased capacity following the
Acquisition was partly offset by higher curtailment in 2002
versus 2001.

The average sales revenue for the nine months ended September
30, 2002 was $581 per tonne, a decrease of $270 per tonne, or
31.7%, from the same period in 2001. The depressed market
conditions led to a sharp fall in transaction prices from the
last quarter of 2001 through the first half of 2002.

The average cost of sales for the first nine months ended
September 30, 2002 was $589 per tonne, an improvement of $42 per
tonne, or 6.8%, from the corresponding period in 2001. Savings
arising from synergies, combined with lower fibre and energy
costs and less DIP consumption, more than offset the impact of
higher curtailment through the first nine months of 2002.

Pulp and Containerboard

EBITDA from pulp and containerboard operations in the first nine
months of 2002 was $0.1 million, on sales of $220.2 million,
compared to EBITDA of $24.6 million on sales of $345.7 million
for the nine months ended September 30, 2001.

Pulp and containerboard sales volumes for the first nine months
of 2002 were 375,300 tonnes. This represented a decrease of
165,400 tonnes, or 30.6%. This was primarily due to the
reduction in available capacity in the first nine months of
2001, following the June 2001 sale of Mackenzie and the shutdown
of the Powell River pulp mill, which required the diversion of
market pulp for internal consumption at Powell River and Port
Alberni. Lower curtailment in the nine months of 2002, compared
to the same period in 2001, partly offset this decrease.

The average pulp and containerboard sales revenue for the nine
months ended September 30, 2002 was $587 per tonne, a decrease
of $52 per tonne, or 8.1%, from the same period last year. The
impact of reduced prices across all products for 2002 was partly
offset by a greater proportion of higher-value containerboard in
our 2002 sales mix following the sale of Mackenzie.

The average cost of sales for pulp and containerboard for the
first nine months of 2002 was $559 per tonne, down $11 per
tonne, or 1.9%, over the same period last year. The additional
costs associated with our higher-value pulp and containerboard
sales mix, following the disposal of Mackenzie and the shutdown
of the Powell River kraft pulp mill, were more than offset by
lower fixed unit and fibre costs.

Cash Provided by Operations

Cash flow provided (used) by operating activities, after changes
in non- cash working capital, for the quarter ended September
30, 2002 was $(47.1) million, compared to $60.2 million for the
third quarter of 2001 and $(5.6) million for the previous
quarter ended June 30, 2002. Compared to the previous quarter of
2002, improved cash flow from operations ($48.5 million) was
more than offset by additional working capital requirements
($90.0 million) resulting primarily from higher sales volumes,
the seasonal build-up of specialty paper inventories, and
property taxes paid during the period. Cash flow provided (used)
by operating activities, after changes in non-cash working
capital, for the nine months ended September 30, 2002, was
$(59.2) million, compared to $215.3 million for the same period
in 2001, primarily due to the weaker market conditions.

Investing and Financing Activities

We continued to keep a tight control on our capital expenditures
in the third quarter of 2002. Capital spending for the current
quarter was $13.6 million, compared to $21.5 million for the
same quarter in 2001, and $17.5 million for the second quarter
of 2002. Capital spending for the first nine months of 2002 was
$40.5 million, significantly lower than $62.1 million for the
comparable period in 2001.

In July 2002, we replaced our revolving operating loan with a
new $350 million revolving operating loan. As of September 30,
2002, the unused operating credit facility available to the
Company was $192 million.

In July 2002, Powell River Energy Inc., refinanced its debt from
an issue of $75.0 million of First Mortgage Bonds due July 2009,
of which our proportionate share is $37.6 million. As part of
the refinancing, NorskeCanada and the other shareholder of PREI
each advanced $7.5 million to PREI.

As at September 30, 2002 the Company was in compliance with the
covenants under both its credit facilities and bond indentures.
However, the Company's Consolidated Fixed Charge Ratio is below
the 2.0:1 threshold of the bond indentures. While this does not
constitute non-compliance or default, the indentures place some
restrictions on the Company while its Consolidated Fixed Charge
Ratio remains below this threshold. The restrictions prohibit
the payment of dividends and limit the amount of additional debt
that can be incurred outside of the existing credit facilities.

Update on Synergies

As previously mentioned, we achieved our upgraded Acquisition
synergy target of $100 million during the third quarter of 2002.
On an annualized run- rate basis, assuming operations are at
full capacity, we have now captured synergies totalling $110
million, of which $104 million relates to EBITDA. Based on
actual operating rates (i.e. adjusted for the negative impact of
curtailment), the results for the current quarter reflect
EBITDA-improving synergies of approximately $24 million ($94
million per year). We continue to look for opportunities to
capture any remaining synergies from the Pacifica acquisition.

In the third quarter of 2002, the Company exceeded synergy
targets set out in an incentive plan developed in September 2001
when the Company merged with Pacifica. Payments authorized under
this plan include the granting of 2.1 million share options.

Other Developments

In September 2002, we reached tentative settlements with the
Communications, Energy and Paperworkers Union of Canada and the
Pulp, Paper and Woodworkers of Canada, on new five-year
collective agreements, ten months before the existing agreements
expire. These two unions represent substantially all of the
members at the Company's four operations. The terms of the
settlement provide a competitive wage increase and ensure
operational stability for the next five years.

Outlook

Given the current market conditions, we anticipate newsprint and
specialty paper prices will remain essentially flat for the
balance of 2002. Containerboard prices are expected to show a
modest improvement over the same period; however, pulp prices
appear to be heading down in the short term as a result of the
current imbalance of global supply and demand.

Looking further ahead to 2003, the outlook is somewhat unclear.
It is anticipated that the combination of increased disposable
income, following recent tax rate reductions in the U.S., and
low interest rates, will act as a stimulus to generate a
sustainable upturn in economic activity as the year progresses.
We expect groundwood paper prices to improve steadily as the
U.S. economy strengthens.

As we have indicated in previous quarters, we will continue to
position ourselves conservatively in the event that the awaited
recoveries in paper, pulp and containerboard markets take longer
than anticipated.

                          *    *    *

As previously reported, Moody's Investors Service took several
rating actions on Norske Skog Canada.
                  
                       Rating Actions:

                          Assigned
              Norske Skog Canada Finance Limited
                     
      Proposed $C300 million Revolving credit facility; Ba1

                         Downgraded          
             Norske Skog Canada Finance Limited

            Existing Bank Debt; to Ba1 from Baa3

                  Norske Skog Canada Limited
              
            Senior Implied Rating; to Ba2 from Ba1     
          
                         Confirmed
                 Norske Skog Canada Limited    

               Global Senior Unsecured Notes; Ba2   
           
    Guaranteed Global Bonds (formerly Paper Papers Inc.); Ba2
                
                     Issuer Rating; Ba2

The ratings slide reflects the weak near term outlook for the
company's core business of newsprint, pulp and coated papers,
and low expected cash flow until the end of 2002. The ratings
also reflect the company's narrow product focus in a commodity
industry with volatile pricing; its moderate size in relation to
its competitors; and its lack of geographic diversification.


NQL: ViewCast Unit Acquires Assets of Delta Computec Subsidiary
---------------------------------------------------------------
NQL, Inc.'s wholly-owned subsidiary, Delta Computec Inc.,
disposed of substantially all of Delta's assets, including
operating assets, vendor and customer contracts, property and
customer lists on October 11, 2002 pursuant to the terms of an
Asset Purchase Agreement between NQL, Delta and ViewCast.com,
Inc.  The United States Bankruptcy Court for the District of New
Jersey in NQL's bankruptcy case previously authorized NQL to
cause Delta to sell its assets to ViewCast. NQL has previously
reported the signing of the Asset Purchase Agreement in a prior
report which was filed with the SEC on July 3, 2002.

At the closing, the Delta assets were transferred or assigned
to, and certain of Delta's liabilities were assumed by, a
subsidiary of ViewCast. In consideration for the acquisition of
the Delta assets and the assumption of Delta's liabilities, an
aggregate of $500,000 was paid in cash at the October 11, 2002
closing. In addition, subject to adjustment as set forth in the
Asset Purchase Agreement, an additional $250,000 is payable six
months after the closing and a final $250,000 is payable twelve
months after closing. The ViewCast subsidiary also agreed to
assume Delta liabilities in the approximate aggregate amount of
$2,562,000. ViewCast has guaranteed the obligations of the
ViewCast subsidiary.

By the Asset Purchase Agreement, ViewCast also agreed to issue
to Delta up to 150,000 shares of ViewCast's Class D Preferred
Stock, of which 95,500 shares were issued at the closing.
Subject to adjustment as set forth in the Asset Purchase
Agreement, the remaining 54,500 shares are issuable in the
future. For the purposes of the acquisition, the Asset Purchase
Agreement valued the 150,000 shares of ViewCast Class D
Preferred Stock at $10.00 per share, or $1,500,000. The 150,000
shares of the Class D Preferred Stock are convertible into
1,000,000 common shares of ViewCast at $1.50 per share. The
ViewCast common stock to be issued upon conversion is subject to
a Registration Rights Agreement whereby ViewCast has agreed to
register that ViewCast common stock in certain circumstances.
The shares of common stock of ViewCast are traded on the OTC
Bulletin Board under the symbol VCST.

The Class D Preferred Stock is also required to be redeemed at
the stated value of $1,500,000, at the option of the holders of
that stock, at any time after the second anniversary of the
closing. ViewCast also has the right to redeem the 150,000
shares of Class D Preferred Stock at the stated value of
$1,500,000 at any time from and after the third anniversary date
of the closing, or prior to the third anniversary date of the
closing if the ViewCast common stock has traded at $3.75 per
share for a period of ten consecutive trading days.

The principle followed in determining the amount of
consideration paid for the Delta assets was an arms-length
negotiation between NQL, Delta and ViewCast. There was no prior
material relationship between ViewCast and either NQL or Delta
or any of their affiliates, directors or officers or any
associates of any such director or officer. Following the
closing, the former president of Delta became an employee of,
and President of, the ViewCast subsidiary.


OHIO CASULATY: S&P Changes Outlook on BB Rating to Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Ohio
Casualty Corp., which has a double-'B' counterparty credit
rating, and related operating companies to negative from stable
following Ohio Casualty's recent announcement of its third
quarter 2002 earnings, in which the group posted a net loss of
$69.9 million.

The main factors driving this loss were pretax reserve charges
of $62.2 million for construction-defect claims as well as a
pretax impairment write-down of its agent intangible asset of
$54 million. As a result, Ohio Casualty's operating results fell
substantially below Standard & Poor's expectations for the first
nine months of the year, with the group posting a $30 million
net loss and 114.6% statutory combined ratio for the period. In
addition, the group's operating capital adequacy is expected to
fall below Standard & Poor's initial expectation of 125%-135% at
year-end 2002 given the fall in the group's statutory surplus as
of Sept. 30, 2002.

"Over the last two years, Ohio Casualty has undergone
significant restructuring to address its poor operating
performance," said Standard & Poor's credit analyst Laline
Carvalho. "Although Standard & Poor's believes the group's
strategic focus has improved significantly since the entrance of
a new management team in early 2001, Standard & Poor's believes
over the medium-term, the group will remain challenged by its
high expense structure, lingering (though decreasing) exposure
to the New Jersey personal lines market, and the potential for
further adverse reserve development."

Ohio Casualty's financial flexibility has also declined, with
the group's stock price trading significantly below its book
value following its third-quarter announcement. Partially
offsetting these factors are Ohio Casualty's good regional
business position, improved investment strategy, and improving
accident year loss ratios, as the group continues not to renew
unprofitable business and agents.


OM GROUP: Low Liquidity Spurs S&P to Lower Credit Rating to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its corporate
credit rating on metal-based specialty chemical and refined
metal products producer OM Group Inc., to double-'B'-minus from
double-'B' based on liquidity concerns and challenging market
conditions.

Standard & Poor's said that it has also placed its ratings on
the company on CreditWatch with negative implications.
Cleveland, Ohio-based OM Group has about $1.2 billion of debt
outstanding.

"The downgrade is the result of the company's liquidity coming
under stress because of probable financial covenant violations,
unexpected dismal earnings performance, and the likelihood for a
continuation of a weak economy well into 2003", said Standard &
Poor's credit analyst Wesley E. Chinn. The company has $170
million of availability under its credit agreement, but there is
the potential for noncompliance with debt covenants at Dec. 31,
2002, because of expected further deterioration of operating
results in the fourth quarter. Moreover, the price of cobalt is
expected to remain low through 2003, reflecting the tough market
environment and the lack of any foreseeable improvement in the
demand for super alloys.

Standard & Poor's said that the CreditWatch listing reflects
considerable uncertainties regarding the company's near-to
intermediate-term liquidity and the strength of its cash flow
generation and business activity. Standard & Poor's said it will
resolve the CreditWatch listing following the outcome of the
company's discussions with its banks to amend its credit
agreement and after meeting with OM's management.


OWENS-BROCKWAY: S&P Rates Proposed $300M Sr. Secured Notes at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its double-'B'
rating to Owens-Brockway Glass Container Inc.'s proposed $300
million senior secured notes due 2012. Owens-Brockway is wholly
owned subsidiary of Toledo, Ohio-based Owens-Illinois Inc. Total
debt outstanding was about $5.4 billion as at Sept. 30, 2002.

Standard & Poor's said that it has affirmed all of its ratings,
including its double-'B' corporate credit rating, on Owens-
Illinois Inc. and its related entities. The outlook remains
negative. Proceeds of the proposed note offering will be used to
repay a portion of the outstanding bank debt.

"The affirmation incorporates expectations that the company's
asbestos liability will remain manageable and that management's
efforts to improve cash flow protection measures will be
realized in the near to intermediate term", said Standard &
Poor's credit analyst Paul Vastola.

Standard & Poor's said that its ratings on Owens-Illinois Inc.
and its related entities reflect the company's aggressive
financial profile and meaningful concerns regarding its asbestos
liability, offset by an above-average business position and
strong EBITDA generation.

Owens-Illinois is the largest manufacturer of glass containers
in North America, South America, Australia, and New Zealand, and
the second largest in Europe. In addition, the company is a
leading plastics packaging manufacturer.


PACIFIC GAS: Wants to Pay $1.3M for SEC Filing & Printer Fees
-------------------------------------------------------------
The Chapter 11 Plan proposed by Pacific Gas and Electric Company
provides for the creation of three new companies, ETrans LLC,
Gtrans LLC and Electric Generation LLC.  According to Janet A.
Nexon, Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
P.C., in San Francisco California, PG&E will split its
operations according to its four historical lines of business
and functions:


   (a) The Reorganized Debtor will continue to operate the
       retail gas and electric distribution business;

   (b) ETrans LLC will operate the electric transmission
       business;

   (c) GTrans LLC will operate the gas transmission business;
       and

   (d) Electric Generation LLC will operate the electric
       generation business.


A significant component of the Plan involves the issuance of
various types of debt securities by:


   -- the New Entities as part of the distributions to be made
      to holders of Allowed Claims; and

   -- PG&E and the New Entities as a means of raising the cash
      to pay Allowed Claims and otherwise implement the Plan.

To this end, Ms. Nexon relates that the Debtor has utilized its
underwriters in connection with the securities offerings.  The
underwriters helped prepare the registration statements and
related prospectuses that PG&E and the New Entities will file
with the Securities and Exchange Commission for the offerings of
New Money Notes to the public and the potential resale of Long-
Term Notes by the holders of Allowed Claims to the public.
However, as conditions precedent to the effectiveness of the
Plan:

  (i) the registration statements for the New Money Notes and
      the Long-Term Notes must be declared effective by the SEC;
      and

(ii) PG&E must have consummated the sale of its New Money Notes
      and the New Money Notes of each of the New Entities will
      have been priced and their trade dates will have occurred.

Additionally, once the registration statements are filed, there
may be a lengthy SEC review process for the securities offerings
before the registration statements are declared effective.

Ms. Nexon maintains that, at the time the registration
statements are filed, PG&E will be required to pay filing fees
to the SEC. PG&E estimates that the total filing fees will be
$500,000, based on a total principal amount of $5,360,000,000 in
debt to be offered.  The current SEC filing fee is $92 for each
$1,000,000 of debt offered.

The Debtor anticipates it will need a professional printer to
prepare and file the registration statements in the electronic
filing format.  The printer's costs for these services depend
on:

   * the size of the filings;
   * the number of amendments required by the SEC staff; and
   * the number of individual revisions made in preparing the
     filings and amendments.

As a result, the printer fees are difficult to estimate in
advance.  PG&E, however, calculates that the printer's costs for
these services will not exceed $800,000 before the confirmation
of the Plan.  After confirmation, additional amendments may also
be expected.

By this motion, PG&E seeks the Court's authority to pay for the
SEC filing fees and printer fees.  Ms. Nexon tells Judge Montali
that the Debtors need to pay for these fees "in order to file
the registration statements with the SEC and to proceed with the
process of obtaining SEC clearance for the debt securities
offerings that are necessary to implement the Plan."

Besides, Ms. Nexon says,, PG&E is solvent and has sufficient
cash to pay these expenses without causing any detriment to its
creditors. (Pacific Gas Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PERLE SYSTEMS: Net Capital Deficiency Widens to $3 Million
----------------------------------------------------------
Perle Systems Limited (OTCBB:PERL)(TSE:PL), a leading provider
of networking products for Internet Protocol and e-business
access, reported unaudited financial results for the first
quarter fiscal 2003 ended August 31, 2002.

At August 31, 2002, Perle Systems' balance sheets show a total
shareholders' equity deficit of about $3 million, up from about
$2 million as recorded at May 31, 2002.

                    Financial Highlights

Based on US GAAP, the Company's revenue for the first quarter of
fiscal 2003 totaled US$5.3 million, compared to revenue of
US$7.7 million for the first quarter of fiscal 2002.

This reduction in sales was due to poor economic conditions in
our largest European markets, including the United Kingdom,
France and Germany, combined with the traditional European
summer slowdown. In North America, we reorganized our entire
distribution channel to lay the groundwork for sales growth in
the coming quarters. This reorganization had the result of
inhibiting sales during the quarter. Sales in the Asia-Pacific
region, especially China, were maintained. In addition to these
factors, we experienced some production backlogs, which
prevented meeting all of the demand during the quarter. We
anticipate clearing this backlog during the second quarter.

Disciplined cost controls and stable gross margins offset the
lower sales revenue to some extent and the cash loss or net
operating loss for the quarter was approximately US$478,000
compared to a net cash loss or operating loss of approximately
US$172,000 in the same period last year. Cash loss per share was
US$0.05 for the quarter compared to a cash loss per share of
US$0.02 in the same period last year.

Net cash loss or net operating loss and cash loss per share
figures exclude acquisition-related amortization, depreciation
of capital assets and intangibles and one time costs. There were
no one-time costs in the first quarter of this year or last
year.

Chief Executive Officer's comments:

"Our goal in fiscal 2003 is to continue to deliver operating
profitability and sales growth."

"During the first quarter we continued with research and
development programs to concentrate on our higher growth product
lines with the intention of bringing leading technology at value
prices to the market", stated Joe Perle, President and Chief
Executive Officer.

"Our marketing campaigns have taken a more aggressive approach
and we have restructured our distribution channel, in particular
in North America, to better service our VAR's and in so doing,
to help drive demand for our products. We are already seeing
some of the benefits in the second quarter and I remain
confident of the long term outlook for Perle."

Chief Financial Officer's comments:

"Having restored the Company to operating profitability in
fiscal 2002, we are taking steps to further strengthen the
Company in fiscal 2003. We continue to focus on the fundamentals
of building sales, improving margins and operating efficiencies
while containing costs," stated Derrick Barnett, Vice President,
Finance and Chief Financial Officer. "We are particularly
encouraged by the terms of the new credit agreement with our
bankers, which we recently announced and believe that this will
provide Perle with the working capital needed to continue on its
path to attain full profitability and further growth."

Perle Systems is a leading developer, manufacturer and vendor of
award-winning networking products. These products are used to
connect remote users reliably and securely to central servers
for a wide variety of e-business and general business
applications. Perle specializes in Internet Protocol (IP)
connectivity applications, with an increasing focus on mid-size
IP routing solutions. Product lines include routers, remote
access servers, serial/console servers, emulation adapters,
multi-port serial cards, multi-modem cards, print servers and
network controllers. Perle distinguishes itself by its ownership
of extensive networking technology, depth of experience in major
network connectivity environments and long-term channel
relationships in major world markets. Perle Systems has offices
and representative offices in 12 countries in North America, The
United Kingdom, Europe and Asia and sells its products through
distribution channels worldwide. Its stock is traded on the
OTCBB (symbol PERL) and the Toronto Stock Exchange (symbol PL).
For more information about Perle and its products, access the
Company's Web site at http://www.perle.com  


PHOTOCHANNEL: Raising $750K with Proposed LP Unit Financing
-----------------------------------------------------------
PhotoChannel Networks Inc., reports that the PhotoChannel
Limited Partnership intends to sell up to 750 additional Limited
Partnership Units for proceeds of up to $750,000. Each investor
will enter into an agreement with PhotoChannel, pursuant to
which PhotoChannel has the right to acquire, provided that
certain market capitalization and working capital tests are met,
all of the investors' LP Units, at any time after March 1, 2003
and, provided that certain market capitalization and working
capital tests are met, on or before June 30, 2004, in exchange
for 10,000 units of PhotoChannel per LP Unit, each unit of
PhotoChannel being comprised of one common share and one common
share purchase warrant, each of which, and the shares underlying
the warrants, will be subject to a four month hold period from
the date of issuance of the units. Each common share purchase
warrant so issued will entitle the holder to purchase one common
share of PhotoChannel at a price of $0.10, at any time on or
before June 30, 2004.

PhotoChannel will seek the approval of the TSX Venture Exchange
for the Option Agreements to be entered into with new or
existing limited partners of PhotoChannel LP. The terms of the
new Option Agreement(s) will be identical terms to those entered
into with the existing limited partners.

PhotoChannel also reports that upon opening of the TSX Venture
Exchange on October 29, 2002, certain insiders and friendly
shareholders sold 2,962,100 shares for gross proceeds of
$207,347. The sellers were Peter Scarth for 1,442,100 common
shares and Quantus Capital Corp., for 1,520,000 common shares.
The net proceeds from the sale will be loaned to the Company, as
a bridge financing.

Founded in 1995, PhotoChannel is a leading digital imaging
technology provider for a wide variety of businesses including
photofinishing retailers, professional/commercial photo
processing labs, image content owners and targeted portal
services. PhotoChannel has created and manages the PhotoChannel
Network environment whose focus is delivering digital image
orders from capture to fulfillment under the control of the
originating PhotoChannel Network partner. For more information
visit http://www.photochannel.com

Formed in 2002, with the exclusive licensing rights to the
PhotoChannel Network for Canadian distribution. Investors, to
date, in the PhotoChannel Limited Partnership are TELUS
Corporation, Discovery Capital Corporation and Peter Scarth.

PhotoChannel filed for Chapter 7 Liquidation on November 1,  
2001, in the U.S. Bankruptcy Court for the District of  
Connecticut in Bridgeport.


POPE & TALBOT: Harmac Pulp Mill Resumes Operations After Outage
---------------------------------------------------------------    
Pope & Talbot (NYSE: POP) announced that its Harmac pulp mill in
Nanaimo, British Columbia resumed full operation after one of
its recovery boilers was shut down for repairs.  The boiler shut
down caused the mill to lose approximately 8,000 metric tons of
production, and is estimated to result in a $1.0 - $1.5 million
reduction in operating income for the fourth quarter of 2002.  
All repairs have been successfully and safely completed and the
mill is back in full operation.
    
Pope & Talbot is dedicated to the pulp and wood products
businesses.  The Company is based in Portland, Oregon and traded
on the New York and Pacific stock exchanges under the symbol
POP.  Pope & Talbot was founded in 1849 and produces market pulp
and softwood lumber at mills in the U.S. and Canada. Markets for
the Company's products include the U.S., Europe, Canada, South
America, Japan and the other Pacific Rim countries.  For more
information on Pope & Talbot, Inc., please check the Web site:  
http://www.poptal.com

                         *    *    *

As reported in the July 18, 2002 edition of Troubled Company
Reporter, Standard & Poor's assigned its double-'B' rating
to pulp and lumber producer Pope & Talbot Inc.'s $50 million
senior unsecured notes due 2013.

Standard & Poor's also affirmed its existing ratings on the
company, including its double-'B' corporate credit rating. The
outlook remains stable. Debt outstanding at the company at March
31, 2002, totaled $230 million.


REVLON CONSUMER: S&P Puts B-/CCC- Credit Ratings on Watch Neg.
--------------------------------------------------------------  
Standard & Poor's Ratings Services placed its single-'B'-minus
corporate credit rating on Revlon Consumer Products Corp. and
its triple-'C'-minus corporate credit rating on REV Holdings
Inc., on CreditWatch with negative implications.

Revlon is a New York-based manufacturer and marketer of
cosmetics, skin care, fragrance, and personal care products. REV
Holdings conducts business exclusively through its indirect
subsidiary, Revlon, which had $1.74 billion in debt at September
30, 2002. Debt held directly at REV Holdings totaled $80.5
million.

"The CreditWatch placement reflects Revlon's reduced liquidity
position, which has continued to weaken because of negative
operating cash flow. Furthermore, Revlon has announced it may
not be in compliance with its bank financial covenant of minimum
EBITDA of $210 million for the quarter ending December 31, 2002,
due to the company's weaker-than-expected operating performance
and anticipated soft 2002 holiday selling season," stated
Standard & Poor's credit analyst Lori Harris.

Standard & Poor's remains very concerned that Revlon's liquidity
position may be severely stressed over the near term given the
pace at which the company's cash balances are depleting and
credit facility availability is reducing. Revlon's financial
flexibility has declined substantially in 2002; availability
under the $132.1 million revolving credit facility declined to
$32 million at September 30, 2002, from $104 million at December
31, 2001. Furthermore, cash balances have dropped to $59 million
at September 30, 2002, from $103 million at December 31, 2001.

Standard & Poor's will meet with Revlon management to review
2002 earnings and cash flow expectations, discussions with
senior lenders, operating strategies, and prospects for recovery
in 2003.


ROYAL CARIBBEAN: S&P Affirms BB+ Rating on Two Related Deals
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its double-'B'-plus
ratings on class A-1 of two synthetic transactions linked to
Royal Caribbean Cruises Ltd., and removed them from CreditWatch
with positive implications.

The rating actions follow the affirmation of Royal Caribbean
Ltd.'s corporate credit and senior unsecured debt ratings on
Oct. 25, 2002.

Both synthetic issues are swap-independent synthetic
transactions that are weak-linked to the underlying collateral,
Royal Caribbean Cruises Ltd.'s debt. The rating actions reflect
the credit quality of the underlying securities issued by Royal
Caribbean Cruises Ltd.

A copy of the Royal Caribbean Cruises Ltd.-related press
release, dated October 25, 2002, can be found on RatingsDirect,
Standard & Poor's Web-based credit analysis system.
   
      Ratings Affirmed And Removed From Creditwatch Positive
   
     Corporate Backed Trust Certificates Series 2001-27 Trust
              $38.028 million corporate-backed certs
   
                        Rating
        Class      To        From
        A-1        BB+       BB+/Watch Pos
   
Corporate Backed Trust Certificates Royal Caribbean Debenture-
Backed Series 2001-30 $21.293 million debenture-backed certs
  
                        Rating
        Class      To        From
        A-1        BB+       BB+/Watch Pos


SATX INC: Court Approves First Amended Disclosure Statement
-----------------------------------------------------------
On March 22, 2002, SATX, Inc., (OTCBB:SATX) filed a chapter 11
petition for relief under the United States Bankruptcy Code. On
October 28, 2002 the Bankruptcy Court signed an order approving
SATX's First Amended Disclosure Statement. The hearing date for
approval of SATX's Plan of Reorganization was set for November
25, 2002. The deadline for submitting objections to the Plan is
November 18, 2002. The deadline for all ballots to be timely
submitted is November 18, 2002. The ballots must be received no
later than the close of business November 18, 2002 at the
following address. Jesse Blanco, P.O. Box 680875 San Antonio,
Texas 78268.

If, and only if, the First Amended Plan of Reorganization as
proposed by SATX is approved, SATX proposes to enter into the
following transactions.

                    Intelligent Medicine, Inc.

SATX proposes to purchase 100% of all the outstanding and issued
capital stock of Intelligent Medicine, Inc.  

IMED is a Houston, Texas based company dedicated to becoming the
world's leading provider of Medical Informatics Services. Since
their original principals founded the Company in 1993, they have
firmly believed that Telemedicine is dependent upon systems
integration of hardware, software, devices, and communications
networking.

IMED's solution is a Telemedicine Service offering combining
hardware, software, communications, and management. They deliver
turnkey systems and networks combined with their clients'
ability to offer clinical diagnosis and treatment through their
existing professional service networks. Their systems are an
efficiently integrated healthcare suite of robust, proprietary,
open architecture, networked systems combined with a complete
line of video teleconferencing, still image, voice, data, and
digitized medical peripheral devices. This enables their clients
to leverage their service facilities to deliver live and/or
virtual caregiver to patient, or caregiver-to-caregiver, medical
consultations and/or treatment at the point-of-need or in a
store and forward environment.

IMED, in partnership with First Genesis, has established
relationships with the US Army for medical informatics. The
First Genesis software, Global Application Framework, GAF, is
currently in process for evaluation as a standard for all
military medical informatics. GAF is an architecture that
enhances the critical needs of security, transaction processing
and data throughput. If the evaluations prove successful, IMED
will move quickly to implement this networking software across
all applications areas. IMED has recently been involved in the
discussions for the development of a USA Bio-Terrorist Health
Alert Network. IMED was invited to represent industry on a panel
including the DOD, CDC, NLM, Dept. of Commerce, VA and ATA. IMED
has recognized expertise in networks and will position GAF as
the solution for this Health Alert Network. IMED's marketing
focus is in Military Applications, Prison Healthcare and
Telemedicine Networking. IMED has become recognized for its
leadership and this gives IMED a first mover advantage in these
application areas. It has established relationships with the
leading TeleHealth research facility for a constant flow of
innovative technologies. In addition, they have assisted their
clients in implementing telemedicine solutions by partnering
with hardware, software, and network providers thereby creating
unique designs that are the result of the integration of these
technologies.

IMED is managed by an experienced group of professionals. Their
senior management team brings many years of complementary
medical practice, software, technology, and project experience
to bear in designing and implementing telemedicine client
solutions. They consistently bring together software engineering
staff with internal and external medical professionals and high-
quality systems integrators to continue to develop and produce
systems and further product integration enhancements for their
clients applications.

IMED services encompass designing, implementing, and managing
telemedicine and healthcare technology networked solutions. They
assess their client's particular tele-healthcare system needs,
design and install the required telemedical information systems
and network solution, provide systems training, and manage the
clients' system-wide solution. Their implementation team
complete with medical specialists, telemedically experienced
clinical personnel information systems analysts, software and
hardware engineers, and telecommunications experts work together
with the client to completely provide a turnkey telemedicine
service to the client's satisfaction.

IMED has designed and produced the first mobile telemedicine
clinic. This mobile telemedicine unit comes in an array of sizes
and capabilities suited to their clients' particular mobile
needs. The mobile telemedicine unit is capable of the following:

     -- Complete Telemedicine over T-1, FT-1, ISDN, Frame
        Relay, IP addressing, Satellite

     -- Complete ECG, EKG, Vital Signs including pulse rate,
        blood pressure, SpO2 and digital stethoscope

     -- Ultrasound system with full range of attachments.

     -- Communicates through direct connect to services, or
        through RF, Cellular and or Satellite communication
        protocolsComes complete with Wheel chair lift, 2 roof
        (interior) mounted pan, tilt, zoom cameras with 12 x
        zoom, On-board generator supplies power or external
        weather proofed connections for AC, and communication
        links available on the exterior of the vehicle.

The following is a list of top management of the Company,
including each manager's resume and area of responsibility or
oversight.

     -- Dr. R. J. Bono - Chairman and CEO. Dr. Bono's
        experience includes a 29 year private Dental Practice
        and entrepreneurial activities resulting in the
        successful establishment of investment groups for 18
        start-up companies. During the course of spearheading
        efforts toward development of capital, business
        organization, corporate planning and new market analysis      
        he has gained a wealth of business knowledge. In
        particular, he has over ten years of experience in
        telecommunications.

     -- Joe Chirco - President. An accomplished systems, sales,
        and business management professional with over twenty
        five years experience generating revenues and profits in
        the highly competitive telecommunications and
        telemedicine industry.  Mr. Chirco is recognized as a
        leader in delivering innovative telemedicine solutions.
        In two years the IMED has progressed from a "member of
        the pack" to a recognized leader in the telemedicine
        market. His experience includes start-up and turnaround
        situations, international market development, major
        account management and new business development. Mr.
        Chirco graduated in 1968 with a BSEE from Rutgers
        College of Engineering, in 1972 with an MS Degree in
        Management Sciences and Operations Research from Stevens
        Institute of Technology and in 1979 a MBA Degree in
        Executive Sales Management from Columbia University.

     -- Dr. Paul K. Keller, Ph. D. - Vice President of
        R&D/Engineering.  Dr. Keller is a recognized creative
        scientist. He has completed specialized training and
        graduated from the following: Chemistry, University of
        Oklahoma; Nuclear Energy, LSU; Environmental Law,
        University of Washington; Nuclear Physics, MIT;
        Certified Telemedicine System Integrator for NEC, V-Tel
        and CLI. Dr. Keller has been an educator in the fields
        of physics, chemistry, nuclear science, and engineering.
        He was the Director of Special Projects for the United
        States Atomic Energy Commission and a technology advisor
        to Presidents Carter and Reagan. He currently also
        serves as President of Paul Keller and Executive
        Assistant to the Governor of Louisiana for State
        technology programs.  Dr. Keller developed the State
        Telecommunication and Telemedicine plan.

The board of directors consists of Dr. R. J. Bono, Chairman, Joe
Chirco, President and Director, Paul Keller, Vice President and
Director, Maurice Stone Vice President and Director, Wyntress
Ware, Director, Theodis Ware, Director, Dr. David DiLoretto,
Director, Eddie Austin, Legal Counsel and Director, and Dr.
Darshan Wadhwa, Chief Financial Officer and Director.

                      First Genesis, Inc.

SATX proposes to purchase 100% of all the outstanding and issued
capital stock of First Genesis, Inc., 100% of all the
outstanding and issued capital stock of First Genesis
Professional Services, Inc., a Texas wholly owned subsidiary
which has a licensing agreement with another company called
ATRADE Investment Technologies, Inc.

First Genesis, Inc., is a Texas corporation that has authorized
and issued 1000 shares of common stock with a one-dollar par
value. The members of the board of directors are Ron Watty,
Pascal Watty, Harold Woolfolk and Maurice Stone. For the past
four years the company has been involved in the Information
Technology Consulting business primarily in the Energy and
Financial Industry. The company has developed an intellectual
property called Global Application Framework, or GAFr, which is
a technology used in the health "Informatics" industry for
managing patients' medical records. The health Informatics
business has developed into First Genesis' primary business
focus. First Genesis, Inc., is a holding company with one wholly
owned subsidiary named First Genesis Professional Services,
Inc., a Texas corporation. First Genesis Professional Services,
Inc., holds a license resale agreement from ATRADE Investment
Technologies, Inc., for technical analysis software called
Gr8Alert. It is a trading application for technical analysis of
the stock market. First Genesis Professional Services, Inc. owns
the intellectual property known as GAF(R) or Global Application
Framework that is used by First Genesis, Inc., in the health
Informatics business.

The following is a list of top management of the Company,
including each manager's resume and area of responsibility or
oversight:

     -- Ronald Watty, President / CEO. Ronald S. Watty brings
        over 15 years of entrepreneurial and creative experience
        in information technology, consulting, sales, business
        development, product management, and product
        development. He has extensive experience in operations
        management, product and service marketing, and new
        market development. Mr. Watty's background allows him to
        have a clear vision for the emerging technology
        industry, which will lead and direct the goals and
        objectives of FIRST GENESIS. Mr. Watty earned his B.S.
        in Computer Engineering from the University of Houston
        and certifications in Finance, Marketing, and Data
        Management. He joined American Express as a Sr. software
        developer in 1989. There he designed and developed a
        travel management system (i.e., TripPower, CardPower,
        and PurchasePower) for American Express corporate
        clients. This system helps manage corporate travel
        managers who were handling up 20M in travel volume. In
        1994, Mr. Watty join Virtual Shopping as Product
        Development Manager. He design and developed one of the
        first Video Conferencing call management system and
        received training in Project Management, Product
        Management, and Marketing and Sales. In 1995, Mr. Watty
        formed his own company, First Genesis Medical Group,
        where he managed and developed new markets for
        rehabilitation services for the Home Health Care and
        Rehabilitation Industry. The company was later changed
        into First Genesis, Inc. and spun out its technology
        group First Genesis Professional Services, Inc. As
        President of the corporation, Mr. Watty perform
        consulting services on several major projects for Berger
        & Co. as a Sr. Consultant. In addition, Mr. Watty
        designed, developed, and managed data warehousing
        products (TotalVision) for the financial market for
        Bisys, Inc.

     -- Pascal Watty, VP Operations. Mr. Watty is one of the
        founders of the Company and is responsible for the
        direction of the day-to-day operations of the Company.
        Mr. Watty received his baccalaureate degree in Political
        Science from The University of Texas at Austin in 1993.
        He has extensive experience in business, including over
        5 years in sales and marketing, product development, and
        senior management. As Vice President, Mr. Watty is First
        Genesis' accountable executive for the administration of
        all policies and procedures relating to full-time, part-
        time, and contractor labor. This responsibility includes
        developing and implementing a Continuous Quality
        Improvement program to ensure continued organizational
        quality. Today, he also acts as a principal in First
        Genesis Holdings, LLC, an investment holding company.

The members of the First Genesis Professional Services, Inc.
board of directors are Ron Watty, Pascal Watty, Harold Woolfolk
and Maurice Stone.

                    Iceberg Oil and Gas, Inc.

SATX proposes to form a wholly owned Delaware subsidiary,
Iceberg Oil and Gas, Inc. The Company will purchase certain oil
and natural gas platforms with existing proved reserves. The
Company will target acquisitions from owners that are currently
in a distressed situation. The Company, where possible, will
acquire developed properties, aggressively manage and exploit
all properties, and use technological expertise to develop
reserves.

The President will be Garry McHenry and the Secretary &
Treasurer will be Celso B. Suarez, Jr.

                    High Yield Financial, Inc.

SATX proposes to form a wholly owned Delaware subsidiary, High
Yield Financial, Inc. The Company will be in the business of
purchasing high yield, low grade defunct credit risks of
mortgages, more commonly known as "non performing bond pools."
The Company will buy the bond pools at an average approximate
price of between 33 to 65 cents on the dollar, but at times may
pay prices from lower than 33 cents and/or higher than 65 cents,
depending on the pool that is purchased. The Company intends to
buy the pools, repackage the performing bonds and sell them. The
Company will take the non-performing bonds and sell the assets
that were used to securitize each bond.

The President will be Garry McHenry, and the Secretary &
Treasurer will be Celso B. Suarez, Jr.

Effective as of October 6, 2002, SATX, Inc., as a result of the
recent merger of several of the Partners of Grassi & Co., CPA's
P.C., into Marcum & Kliegman, LLP, dismissed Grassi & Co., CPA's
P.C., and engaged Marcum & Kliegman, LLP as its independent
accountant. The decision to change accountants was approved by
the Board of Directors of the Company.


S-C NEWCO: S&P Junks Corp. Credit Ratings over Market Pressures
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
ratings on co-borrowers S-C Newco LLC and P-G Newco LLC to
triple-'C'-plus from single-'B'-minus. In addition, senior
secured bank loan ratings on the companies were lowered to
single-'B'-minus from single-'B'-plus. The ratings remain on
CreditWatch with negative implications, where they were placed
July 22, 2002.

The rating actions reflect the adverse impact that recent
aviation industry pressures have had on collateral values and
cash flow streams. The bank facility is secured by a first-
priority interest in the assets of the borrowers and their
subsidiaries, which consists of a portfolio of medium-size
widebody freighter aircraft. The facility is jointly and
severally guaranteed by S-C Aircraft Holdings LLC and P-G
Aircraft Holdings LLC, which own 100% of S-C Newco and P-G
Newco. S-C Aircraft Holdings is owned by George Soros investment
interests, the Winston Fund, and the Quantum Fund; P-G Aircraft
Holdings is owned by George Soros investment interests and the
Winston Fund. S-C Newco and P-G Newco are aircraft lessors,
based in New York, New York.

"The downgrades reflect the adverse impact that the aviation
downturn has had on lease revenues and collateral values," said
Standard & Poor's credit analyst Lisa Jenkins. "Ratings remain
on CreditWatch due to concerns over near term liquidity and
covenant compliance," the analyst added. The companies are
currently negotiating with lenders to amend the existing credit
facility.

S-C Newco and P-G Newco took on significant debt to acquire a
modest-size, specialized portfolio of medium-capacity Airbus
A300B4-200 widebody aircraft and convert them to freighters. To
meet their debt service requirements, the companies rely on
leasing revenues and proceeds from the sale of aircraft. Equity
infusions from the companies' owners are the only other material
source of liquidity for the companies`.

Ratings were initially assigned based on a loan to value of
around 50%. As a result of industry pressures over the past
year, the value of the collateral has declined and asset
protection levels have deteriorated even though a significant
amount of principal has been amortized over the past two years.
Industry pressures have also had an adverse impact on lease
payment streams and have made it more difficult to complete
required aircraft sales. Standard & Poor's expects industry
conditions to remain challenging over at least the near term.

The one notch rating differential on the credit facility, though
less than the previous two notch rating differential, still
reflects Standard & Poor's belief that there is a strong
likelihood of full recovery of principal in the event of a
default or bankruptcy. However, all ratings could be lowered if
it appears that liquidity will remain constrained for an
extended period or if the companies are unsuccessful in
renegotiating the terms of the credit facility to provide more
room to weather the industry downturn. Standard & Poor's will
continue to monitor the companies' near-term operating outlook
and access to bank funding and will take further rating actions
as appropriate.


SLI INC: Committee Signs-Up KPMG LLP as Financial Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed to the
chapter 11 cases SLI, Inc., and its debtor-affiliates, asks
permission from the U.S. Bankruptcy Court for the District of
Delaware to hire KPMG LLP as its financial advisor.

The Committee anticipates that KPMG may render:

  a) assistance in the review of reports or filings as required
     by the Bankruptcy Court or the Office of the United States
     Trustee, including the schedules of assets and liabilities,
     statement of financial affairs, and monthly operating
     reports;

  b) review of the Debtors' financial information, including
     analyses of cash receipts and disbursements, financial
     statement items and proposed transactions for which
     Bankruptcy Court approval is sought;

  c) review and analysis of the reporting regarding cash
     collateral and any debtor-in-possession financing
     arrangements and budgets;

  d) evaluation of potential employee retention and severance
     plans;

  e) assistance with identifying and implementing potential cost
     containment opportunities;

  f) assistance with identifying and implementing asset
     redeployment opportunities;

  g) analysis of assumption and rejection issues regarding
     executory contracts and leases;

  h) review and analysis of the Debtors' proposed business plans
     and the business and financial condition of the Debtor
     generally;

  i) assistance in evaluating reorganization strategy and
     alternatives available to the creditors;

  j) review and critique of the Debtor's financial projections
     and assumptions;

  k) preparation of enterprise, asset and liquidation
     valuations;

  l) assistance in preparing documents necessary for
     confirmation;

  m) advice and assistance to the Committee in negotiations and
     meetings with the Debtor and the bank lenders;

  n) advice and assistance on the tax consequences of proposed
     plans of reorganization;

  o) assistance with the claims resolution procedures, including
     analyses of creditors' claims by type and entity and
     maintenance of a claims database;

  p) litigation consulting services and expert witness testimony
     regarding confirmation issues, avoidance actions or other
     matters; and

  q) other function s as requested by the Committee or its
     counsel to assist the Committee in this Chapter 11 case.

The customary hourly rates for financial advisory services to be
rendered by KPMG LLP are:

     Partners                         $540 - $600 per hour
     Managing Directors/Directors     $450 - $510 per hour
     Senior Directors/Directors       $360 - $420 per hour
     Senior/Staff Consultants         $270 - $330 per hour
     Paraprofessionals                $120 per hour

SLI, Inc., and its affiliates operate in multi-business segments
as a vertically integrated manufacturer and supplier of lighting
systems, which includes lamps, fixtures and ballasts. The
Company filed for chapter 11 protection on September 9, 2002 in
the U.S. Bankruptcy Court for the District of Delaware. Gregg M.
Galardi, Esq., at Skadden, Arps, Slate, Meagher represents the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $830,684,000 in
total assets and $721,199,000 in total debts.


SMARTDISK CORP: Posts Better Financial Results for Third Quarter
----------------------------------------------------------------
SmartDisk Corporation (Nasdaq:SMDK), a company that develops and
markets products that enable people to capture, organize, use
and preserve digital content in easy and enjoyable ways,
released its financial results for the quarter and nine months
ended September 30, 2002.

                         Third Quarter Results

For the quarter ended September 30, 2002 the Company's net loss
was $0.67 million, compared to a net loss of $51.26 million for
the corresponding quarter in 2001.

The Company reported revenue of $10.36 million for the quarter
ended September 30, 2002, compared to revenue of $17.32 million
for the corresponding quarter in 2001.

                     First Nine Months Results

For the nine-month period to September 30, 2002 the Company's
net loss was $15.74 million, compared to a net loss of $67.83
million for the corresponding period in 2001.

The Company reported revenue of $31.07 million for the nine-
month period to September 30, 2002, compared to revenue of
$55.26 million for the corresponding period in 2001.

                        Recent Highlights

"During the past quarter and throughout 2002, we have
successfully expanded our product line with exciting new digital
lifestyle products. In addition, we have significantly broadened
our distribution network of world-class retailers and
distributors. As a result, our revenue increased 8% from the
prior quarter, despite global market weakness. At the same time,
given the challenging and prolonged economic environment that
has persisted, we have continued to aggressively reduce
operating expenses and lower unit costs of our products," said
Michael S. Battaglia, President and CEO.

Specifically, SmartDisk has recently:

     - Introduced a unique Digital Camera Accessory Pack at Wal-
       Mart retail stores nationwide.

     - Commenced shipping SmartScan film and slide scanners to
       retailers and distributors.

     - Launched a new line of high-capacity, portable external
       hard drives.

     - Extended its distribution network nationally and in
       Europe.

SmartDisk is a leading developer, manufacturer and marketer of a
range of advanced consumer electronic products and exciting
software solutions that are enabling the digital age and
simplifying the digital lifestyle. The company's innovative
products help users transfer, store, manage and share digital
music, video, pictures and data. Headquartered in the U.S., with
operations in Europe and Asia, SmartDisk sells and supports its
products worldwide. For more information, go to
http://www.smartdisk.com  

                          *    *    *

SmartDisk, in its Form 10-Q filed on August 14, 2002, reported:
"Cash and cash equivalents decreased to $4.409 million at June
30, 2002 from $14.517 million at December 31, 2001. Cash and
cash equivalents have decreased over each of the last several
quarters. The Company has minimal financial resources and cash
flow from operating activities continues to be insufficient to
meet operating needs and other payment obligations.

"The decrease in cash and cash equivalents of $10.108 million
reflected (i) net cash used in operating activities of $8.423
million, (ii) net cash used in investing and financing
activities of $1.900 million and (iii) the positive effect of
exchange rate fluctuation on cash of $0.215 million.

"Net cash used in operating activities was $8.423 million for
the six months ended June 30, 2002 compared to $1.757 million
for the six months ended June 30, 2001.

"Net cash used in operating activities of $8.423 million in the
six months ended June 30, 2002 was comprised of (i) the net cash
loss, or net loss adjusted for non-cash charges and credits, of
$2.243 million and (ii) investment in working capital of $6.180
million. The investment in working capital was predominantly
comprised of (i) increased accounts receivable of $2.089
million, resulting from sales in the latter part of the
reporting period, (ii) increased inventory of $2.518 million,
resulting from the reduction in sales activity of certain
personal storage and software products and the purchases of
initial stock levels of Universal Readers and USB versions of
Firelite hard disk drives, (iii) increases in prepaid expenses
and other current assets of $0.740 million, (iv) decreases in
accounts payable of $0.337 million and (v) decreases in other
accrued liabilities of $0.459 million.

"Net cash used in investing activities was $1.839 million for
the six months ended June 30, 2002 compared to net cash provided
by investing activities of $0.199 million for the six months
ended March 31, 2001.

"The Company believes that its cash and cash equivalents and
working capital may not be sufficient to meet its operating
requirements through the end of fiscal 2002. The Company's
operating losses and working capital requirements continue to
adversely affect cash flow. In the event of a continued decrease
in revenue generation and cash flow from accounts receivable is
reduced further or interrupted by slow collections, the Company
will likely be unable to meet its operating requirements through
the end of fiscal 2002. These liquidity problems raise
substantial doubt about whether the Company can continue as a
going concern without raising additional capital. Such
additional capital, if required, may not be available to the
Company or may be available on terms which may be unacceptable
to the Company."


STANDARD MEMS: US Trustee Appoints 3-Member Creditors Committee
---------------------------------------------------------------
Donald F. Walton, the United States Trustee appoints a three-
member Official Committee of Unsecured Creditors in the chapter
11 case of Standard MEMS.  The appointees are:

     1. MEMC Electronic Materials, Inc.
        Attn: Larry J. Rock
        501 Pearl Drive, P.O. Box 8
        St. Peters, Missouri, 63376
        Phone: (636) 474-5675, Fax: (636) 474-5154;

     2. Rite Track Equipment Services, Inc.
        Attn: Thomas Hayden
        8655 Rite Track Way,
        West Chester, OH, 45069
        Phone: (513) 881-7820, Fax: (513) 881-7828; and

     3. Surface Technology Systems
        Attn: Andrew Duncan McQuarrie
        611 Veterans Blvd., Suite 107
        Redwood City, CA
        Phone: (650) 569-3655, Fax: (650) 569-3663.

Standard MEMS, Inc., a fully integrated micro electro mechanical
systems company providing product design, MEMS semiconductor
fabrication, end product packaging and system integration to the
general marketplace, filed for chapter 11 protection on
September 16, 2002 at the U.S. Bankruptcy Court for the District
of Delaware.  Mark E. Felger, Esq., at Cozen O'Connor represent
the Debtor in its restructuring efforts. When the Company filed
for protection from its creditors, it listed estimated debts and
assets of over $10 million.


TEXAS PETROCHEMICALS: Pursuing Options to Refinance Secured Debt
----------------------------------------------------------------
Texas Petrochemicals LP, whose corporate credit rating has been
affirmed by Standard & Poor's at BB, announced a net loss of
$4.2 million on $157.1 million in sales revenue in the first
quarter ended September 30, 2002, compared to a net loss of $9.3
million on $154.9 million in sales revenue for the corresponding
quarter in the prior year. Earnings before interest, taxes,
depreciation and amortization for the first quarter were $6.2
million compared to a loss of $0.8 million for the corresponding
quarter in the prior year.

The current quarter EBITDA was substantially below the normal
historical level for TPC's first quarter. The prior year
comparable quarter included a negative impact of approximately
$13 million from non-recurring events related to the fire and
flood in the summer of 2001. The decline in the current quarter
performance compared to historical levels is due primarily to
lower production volumes of MTBE and lower unit margins on MTBE
sales during the quarter. MTBE production volume during the
quarter was reduced by two operational outages. In July 2002 one
of TPC's two dehydro units was shut down for unplanned
maintenance for three weeks, and in September 2002 the other
dehydro unit was shut down for three weeks for planned
maintenance and catalyst change. These two operating outages
limited MTBE production to less than 40 percent of normal
operating rates during the quarter.

MTBE variable margin contribution increased over $6 million
compared to the prior year comparable quarter. Prior year
performance was materially impacted by lower production and
higher costs associated with operational issues. Partly
offsetting the improvement compared to the prior year, MTBE unit
margins were negatively impacted by a significant increase in
raw material costs compared to the prior year, particularly the
price of methanol.

Butadiene variable margin contribution increased 56 percent in
the current quarter compared to the prior year quarter due to
higher sales prices and slightly higher sales volumes. The
majority of the increase in contribution was due to higher
butadiene sales prices, which increased three cents per pound
during the current quarter. Sales volumes increased over seven
percent in the current quarter as compared to the prior year
quarter. While butadiene demand continues to remain relatively
stable, sales prices have increased due to a global shortage of
available raw material. Crude butadiene is produced as a by-
product to the ethylene manufacturing process. Ethylene plants
have been operating at rates lower than historical levels and
with lighter feedstocks, which produce less crude butadiene by-
product. The shortage in available crude butadiene has limited
TPC's ability to take advantage of additional butadiene
production capacity announced last year. TPC's butadiene
production capacity was increased from 900 million pounds per
year to 1.2 billion pounds per year. In response to the shortage
of feedstock supply, TPC began operations of its on-purpose
butadiene plant during the quarter. This operating plant has the
capability of producing between 5-10 million pounds per month of
additional butadiene without the need to acquire crude
butadiene.

Specialty products variable margin contribution increased seven
percent during the current quarter compared to the prior year
quarter. Sales volume was 99 percent of the prior year as a
decline in sales of our traditional specialty products was
largely offset by growth of the polyisobutylene business.
Increased variable margin contribution from polyisobutylene
sales contributed to the majority of the increase in the
specialty products business profitability.

TPC has been pursuing several options to refinance its existing
secured debt under the Bank Credit Agreement. The Revolving
Credit Facility under the Agreement is currently set to expire
on December 31, 2002. As of September 30, 2002 TPC had $21.5
million outstanding on the Revolver and $34.3 million in
outstanding term loans. TPC has obtained waivers of the Total
Debt to EBITDA ratio covenant in order to stay in compliance
with the Agreement. On September 26, 2002 TPC obtained a one-
month waiver that allowed borrowings of up to $33 million under
the Revolver through October 31, 2002. On October 30, 2002 TPC
obtained a second waiver which granted another one-month
extension that allows borrowing of up to $26 million under the
Revolver through November 29, 2002. The Company is in
negotiations to replace the existing Agreement with a new
revolving credit facility and a new term loan. Based on
preliminary negotiations, TPC believes this financing will
include a revolving credit facility of up to $60 million and a
term loan of at least $25 million and anticipates closing will
occur in November.

TPC is a producer of quality C4 chemical products widely used as
chemical building blocks for synthetic rubber, nylon carpets,
adhesives, catalysts and additives used in high-performance
polymers. TPC also manufactures fuel products used in the
formulation of cleaner burning gasoline. The company has
manufacturing facilities in the industrial corridor adjacent to
the Houston Ship Channel and operates product terminals in
Baytown, TX and Lake Charles, Louisiana. TPC is a Responsible
Care(R) company dedicated to supporting the continuing effort to
improve the industry's responsible management of chemicals. For
more information about TPC products and services visit the
company online at http://www.txpetrochem.com  


THOMAS GROUP: Sept. 30 Balance Sheet Upside-Down by $1.7 Million
----------------------------------------------------------------
Thomas Group, Inc., (OTCBB:TGIS) announced that third quarter
2002 results from core business operations continued to show
substantial improvements. Throughout the third quarter both
revenue and profit performance improved, and for the first time
in over one year, the Company showed a profit from core
operations in September. Core earnings excludes expenses related
to the Company's re-financing activities and restructuring
charges.

Overall core operating results for the third quarter of 2002
also improved compared to the second quarter of 2002. In the
third quarter of 2002 there was an overall core net loss of $0.6
million, compared to a net loss from core business operations of
$1.3 million in the second quarter of 2002. This marks the third
consecutive quarter the Company has improved core operating
results. The following table shows the Company's improvements in
core operations.

Consolidated operations of the Company had a net loss in the
third quarter of 2002 of $1.8 million on revenue before
reimbursements of $6.8 million. These results compare favorably
to the second quarter of 2002 net loss of $2.3 million on
revenue before reimbursements of $8.0 million.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $3 million, and a total
shareholders' equity deficit of about $1.7 million.

Improving Financial Performance: It is significant that the
Company was able to improve core business bottom line results by
$0.7 million and consolidated operations by $0.5 million, when
comparing the third quarter of 2002 with the second quarter of
2002, despite revenue decreasing $1.2 million during this
period. This result reflects the Company's successful efforts to
attain nearly 100% utilization of its professional workforce, as
well as improved control of its selling, general and
administrative costs, which decreased by $0.8 million when
comparing the third quarter of 2002 with the second quarter of
2002.

Commenting on the Company's third quarter 2002 performance, John
Hamann, Thomas Group's President and CEO said, "Q3 was very
encouraging on a number of dimensions. First, our cost control
actions continued to deliver results. Second, the difficult
actions we needed to take in Europe and Asia were completed,
allowing a basis for future profitability in both regions.
Finally, and most importantly, we saw business conditions and
our financial performance improve throughout the quarter."

Restructuring Charge: Included in the operating results for the
third quarter of 2002 is $0.8 million of non-cash restructuring
charges related to write-down costs expected from the closure
and liquidation of the Company's German subsidiary. Quarterly
cost savings from this action are expected to be approximately
$0.7 million per quarter. No other charges related to the German
subsidiary are anticipated.

Business Development: During the third quarter of 2002, the
Company continued to win new business in North America and Asia.
These contract wins confirm the success the Company has had in
winning business in its selected target markets, despite the
tight market for consulting services.

In North America, the Company continued to expand its
relationship with the United States military by reaching
agreement with the United States Navy's Submarine Forces to
improve the efficiency of the Torpedo Enterprise Process. This
program will be a one-year initial program with multi-year
follow-on potential. Also, the Company began a new program in
September with the United States Army's Aviation and Missile
Command to conduct an analysis of the Helicopter Training Fleet.
This program is an initial four-month program with potential for
a multi-year follow-on program. The Company also began an
assessment of the US Navy's Surface fleet refurbishment process.

In Asia the Company reached agreement with a major product
distribution company, JDH Philippines, a member of the Li and
Fung Group of Companies, to evaluate distribution operations and
to deliver increased marketing effectiveness and faster customer
service. In addition, agreement was reached with a major garment
manufacturer, MAST Lanka and the Phoenix Group of Companies to
focus process improvements on order fulfillment, supply chain,
sales and merchandising, as well as change management.

Commenting on the recent business wins and the future potential
of business under development, John Hamann said, "Thomas Group
won $4.1million of important new programs in the third quarter,
in Asia and North America, in commercial as well as military
sectors. Many of these new programs were assessments, which are
expected to turn in to multi-year, multi-million dollar
agreements in Q4. These conversions, if completed as expected,
will provide significantly improved revenue stability for the
Company over the next two to three years. We are very pleased by
the two new programs in Asia. These programs were won in a
significantly shorter cycle time than is typical for Thomas
Group. We believe this reflects many positive factors, including
a better marketing and selling process, the positive guidance of
new Thomas Group leadership in Asia, and market acceptance of
Thomas Group's new Rapid Deployment Methodology. We continue to
believe that Asia is an area of significant potential for Thomas
Group, and we believe we will continue to win more business
there in the near-term."

Backlog: As of September 30, 2002, the Company had backlog of
$28.3 million compared to backlog of $26.5 million at June 30,
2002. The increase in backlog reflects the contract wins in
North America and Asia quarter-over-quarter.

Financing Activities: As previously reported the Company reached
agreements on September 20, 2002 and October 17, 2002 to
receive, in the aggregate, $2.0 million in subordinated
convertible promissory notes from the Company's Chairman of the
Board and one of the Company's stockholders. These agreements
bring the total amount of debt or convertible debt raised by the
Company to $3.5 million since March of 2002.

Founded in 1978, Thomas Group, Inc., is an international,
publicly traded professional services firm (OTCBB:TGIS). Thomas
Group focuses on improving enterprise wide operations,
competitiveness, and financial performance of major corporate
clients through proprietary methodology known as Process Value
Management(TM), process improvement, and by strategically
aligning operations and technology to improve bottom line
results. Recognized as a leading specialist in operations
consulting, Thomas Group creates and implements customized
improvement strategies for sustained performance improvement.
Thomas Group, known as The Results Company(SM), has offices in
Dallas, Detroit, Zug, Singapore and Hong Kong. For additional
information on Thomas Group, Inc., please visit the Company on
the World Wide Web at http://www.thomasgroup.com  


UNIFAB INT'L: Shareholders' Meeting to Convene on Dec. 13, 2002
---------------------------------------------------------------
The annual meeting of shareholders of UNIFAB International,
Inc., will be held December 13, 2002, at 10:00 A.M., Central
Time, at 5007 Port Road, New Iberia, Louisiana.  The purposes of
the meeting are to consider and vote upon the following
proposals and to transact such other business as may properly
come before the annual meeting:

               1.   To amend the  Articles of Incorporation to
                    declassify the Board of Directors and
                    require the annual election of all
                    directors, and to adopt certain related
                    amendments to the Articles of Incorporation;

               2.   To elect eight directors to serve until the
                    2003 annual meeting or until their
                    respective successors are duly elected and
                    qualified, in the event Proposal One is
                    approved at the annual meeting;

               3.   Alternatively, to elect two Class II
                    directors to serve until the 2005 annual
                    meeting or until their respective successors
                    are duly elected and qualified, in the event
                    Proposal One is not approved at the annual
                    meeting;

               4.   To ratify the appointment of  
                    _______________  as independent auditors to
                    audit UNIFAB's financial statements for
                    2002;

               5.   To amend the Articles of Incorporation to
                    increase the number of authorized shares of
                    Company common stock to 150,000,000;

               6.   To amend the Articles of Incorporation to
                    effect a one-for-five reverse stock split
                    pursuant to which every five shares of
                    common stock would be converted into one
                    share of common stock; and

               7.   To amend the Company's long-term incentive
                    plan.

Holders of record as of the close of business on November 11,
2002 are eligible to attend and vote at the meeting.

                        *   *   *

As previously reported, Ernst & Young LLP, the accounting firm
that has been the independent auditor of UNIFAB International,
Inc., since its initial public offering in 1997, resigned from
its engagement with the Company, effective August 15, 2002. E&Y
notified the Company of its resignation on August 13, 2002.

In its report on the Company's audited financial statements for
the year ended December 31, 2001, E&Y modified its audit opinion
by noting that there was substantial doubt about the Company's
ability to continue as a going concern through the 2002 fiscal
year. This modification was the only qualification or
modification expressed by E&Y in their audit opinions during its
five-year engagement as the Company's independent auditor.


UNION ACCEPTANCE: Files for Chapter 11 Reorganization in Indiana
----------------------------------------------------------------
Union Acceptance Corporation (Nasdaq:UACA) has filed a petition
for reorganization under Chapter 11 of the Bankruptcy Code to
facilitate a financial restructuring. The objective of the
reorganization proceeding is to protect the enterprise and
restructure obligations so that the Company will be able to
continue as a going concern. Management believes that assets and
future cash flows will be sufficient to pay all obligations, but
has determined that the special remedies available through a
bankruptcy proceeding are necessary to achieve that objective
and maintain operations. The proceeding is in the U. S.
Bankruptcy Court for the Southern District of Indiana,
Indianapolis Division.

"We obviously regret that this measure has become necessary. We
have been working to acquire additional long-term capital and to
supplement our receivable acquisition funding. While our lenders
have been working with us to meet our needs it has become
apparent that supplemental arrangements will not be in place in
time for us to continue as we have. We are suspending receivable
acquisitions for the time being until new funding arrangements
can be put in place," said Lee Ervin, president and chief
executive officer. "We currently expect debtor-in-possession
financing to be implemented in the next few days to permit us to
continue receivable acquisitions. Our objective is to protect
our enterprise, to position ourselves to fund all of our
obligations, to preserve value for our shareholders, and to
rebuild for the future."

Post-petition financing, which is subject to bankruptcy court
approval, will be necessary for the company to continue to fund
receivable acquisitions and the company is seeking approval by
the Court to continue to fund payroll, pay key vendors and take
other measures to maintain operations. "We believe the Chapter
11 process will enable us to address our liquidity issues with
minimal disruption of operations," said Ervin.

UAC's current surety provider has not indicated a willingness to
support future term securitizations in the present environment.
Accordingly, management is exploring other arrangements for
disposition of the held for sale portfolio.

The Chapter 11 proceeding does not include UAC's warehouse
funding and securitization subsidiaries.

                  Discussion of Quarterly Results

The Company also reported a third quarter net loss of $35.5
million. This compares with a loss of $23.8 million for the same
period last year and a loss of $3.3 million in the second
quarter of 2002. The net loss for the nine months ended
September 30, 2002 was $45.7 million compared with a net loss of
$26.4 million on a fully diluted basis, in the comparable year-
ago nine-month period.

Results for the quarter ended September 30 in both 2002 and 2001
include charges for the revaluation of retained interest in
securitized assets. In the third quarter 2002, the charge was
$29.7 million after-tax and $27.9 million after-tax in the year-
ago quarter. Excluding the charges in both quarters, comparable
net loss would have totaled $5.8 million in the most recent
quarter and earnings of $4.1 million for the year-ago quarter.

"The third quarter was important on a number of strategic
fronts," said Ervin. "UAC continued to focus on disciplined
pricing to achieve its 1.50% return on managed assets target for
new receivable acquisitions, total dollars in delinquency are
down 25% since December 2001, and we had been able to regain
momentum in receivable acquisitions. Despite the many
improvements that have occurred in our operations, the
recessionary trends in the economy continue to negatively impact
our earnings and challenged our financing relationships.
Improved collection techniques have, however, greatly improved
our effectiveness in this important aspect of our business.
These efforts will continue, despite our reorganization filing,
and our expense reduction plans will be accelerated."

"We believe the adjustment of credit loss assumptions we took
during the most recent quarter reflects our best estimate of the
impact that an extended recession will have on our retained
interest in securitized assets," continued Ervin. "While the
adjustment and its negative effect on short-term earnings were
disappointing, we believe it is in the best long-term interest
of the company to be proactive with these issues, and this
action will provide shareholders with the most accurate
financial picture possible. These results are presented based on
the assumption that we will continue to service our securitized
portfolio."

"Lastly, I believe we have a management team capable of
rebuilding Union Acceptance. The risk adjusted spreads on recent
new business cause us to believe the intense price competition
that has so long been a problem for this industry has changed in
a very positive way. We believe the primary driver of this
change has been the capital markets' insistence on stronger
capital ratios and investors' demand for higher returns. Our
goal is to be positioned to meet the market's expectations when
we emerge from Chapter 11 in the very near future."

                       Receivable Acquisitions

The quarterly volume of receivable acquisitions increased to
$223.3 million, up 16% from the prior quarter and 24% from the
December 2001 quarter, but down 14% from $258.4 million from the
year-ago quarter. The average monthly FICO score was 703 during
2002; approximately 66% of accounts originated have a credit
score of 675 or better, and less than one % of the accounts have
a FICO score below 625.

The average servicing portfolio was $2.6 billion for the
September 30, 2002 quarter, down from $3.2 billion for the
comparable year-ago quarter. Receivables held for sale increased
to $488.0 million at September 30, 2002 compared with $38.3
million at September 30, 2001.

                              Revenues

As previously mentioned, UAC recorded a charge in the third
quarter of 2002 of $29.7 million after-tax for the revaluation
of the retained interest in its securitized assets. The majority
of the revaluation is related to higher credit losses indicated
by recent portfolio performance and an estimate of the impact of
continued sluggish economic conditions, and to a lesser extent,
an adjustment of the discount rates used in the valuation of the
retained interest. The weighted average discount rate increased
to 12.03% for the quarter ended September 30, 2002, up from
9.67% in the previous quarter, reflecting current market
conditions.

The net interest margin after provision for estimated credit
losses of $7.9 million for the quarter was negatively impacted
by a higher provision, but still up from $4.6 million in the
prior quarter and $6.1 million in the year-ago quarter. Before
the provision, the net interest margin was $10.1 million,
compared with $5.7 million in the prior quarter and $6.7 million
for the same three-month period last year. The increase in the
net interest margin, combined with servicing fee income of $5.8
million and other fee income of $2.5 million, offset the $10.8
million loss for the quarter on the interest rate derivatives on
held for sale receivables.

                    Operating Expenses and Efficiency

Expenses for the third quarter 2002 were $12.8 million, or 1.93%
of the servicing portfolio, compared with $13.3 million, or
1.68%, in the year-ago quarter. Operating expenses for the past
three quarters have been at lower levels than the $13.6 million
for the quarter ended December 2001, although expenses as a
percentage of the servicing portfolio have not experienced a
corresponding decline because of the reduced servicing
portfolio. Operating expenses do not include the expenses
related to the company's Circle City Car Company automobile
dealership, which was classified as a discontinued operation in
the third quarter and sold in October.

                     Delinquency and Credit Loss

In the third quarter, the company continued to experience
increases in delinquency and credit losses, resulting primarily
from the continued effects of the ongoing recession, continuing
trends in bankruptcy filings and lower automobile auction
values.

Delinquency was 4.22% at September 30, 2002, compared with 3.79%
in the prior quarter and 3.73% a year ago. Total dollars
delinquent for the quarter were $110.0 million, up $7.2 million
from the prior quarter, but down from $116.6 million in the same
period a year ago and down from $146.0 million at December 2001.
UAC typically experiences higher delinquencies in the fourth
quarter as a result of normal seasonal trends.

Annualized net credit losses totaled 4.50% for the quarter ended
September 30, 2002, compared with 4.08% in the second quarter
and 3.67% in the quarter ended September 30, 2001. The company's
allowance for estimated credit losses on securitized receivables
was 6.66% at September 30, 2002 compared with 5.26% in the
second quarter and 5.87% in the same period a year ago.

Compared with the prior quarter, gross credit losses in the
third quarter remained at a comparable level. The increase in
net credit losses is primarily the result of lower recoveries on
repossessed vehicles sold at auction, which can be attributed
largely to lower prices for used vehicles created by the 0%
financing and rebates offered by new vehicle manufacturers.

                              Liquidity

At September 30, 2002, $445.5 million of warehouse capacity was
utilized out of a total capacity of $550 million, and an
additional $22.1 million was available to borrow based on the
outstanding principal balance of eligible receivables. The
company maintained cash on hand of $14.5 million at September
30, 2002. At present there is no additional funding available
under the company's warehouse facilities. The company will be
dependent on debtor-in-possession financing to continue funding
receivable acquisitions, as described above.

       Earnings Before the Impact of Derivative Instruments

In the normal course of business, the value of the company's
assets held for sale changes as interest rates change. To
mitigate the economic impact of changing interest rates, the
company uses interest rate derivatives to hedge the held for
sale assets. According to generally accepted accounting
principles, UAC is required to mark these instruments to market
and recognize corresponding gains and losses in the income
statement during the period in which the changes in the market
values occur. At the time of the securitization of the
underlying assets, the interest rate derivative contracts are
settled, and any resulting gains or losses are included on the
income statement with the corresponding gains or losses on the
receivables sold.

          Pro Forma Portfolio-Based Financial Statements

Following are pro forma portfolio-based statements of
operations, which account for securitization transactions as
secured financings rather than sales of receivables. In its
consolidated financial statements prepared in accordance with
GAAP, the company records a gain for the sale of receivables in
securitization transactions primarily representing the
discounted estimated future servicing cash flows to be received
by the company related to the receivables sold. Future servicing
cash flows are the projected cash flows resulting from the
difference between the weighted average coupon rate of the
receivables sold and the weighted average note rate paid to
investors in the securitized trusts, less an allowance for
estimated credit losses, the company's contractual servicing fee
of 1.00% and ongoing trust and credit enhancement fees.

The pro forma portfolio-based statements of earnings set forth
below (following the presentation of the company's historical
selected financial data), present the company's operating
results under the assumption that securitization transactions
are secured financings and no gain on sale, retained interest
income, or servicing fee income is recognized. Instead, interest
income, fee income, interest expense and other costs related to
the asset-backed securities are recognized over the life of the
securitized receivables. There is no provision or allowance for
credit losses. Credit losses are recorded as incurred. The pro
forma portfolio-based statements of operations and related data
do not present the company's operating results in accordance
with GAAP. The pro forma portfolio-based data is presented
solely for illustrative purposes to assist readers in their
understanding of the company's business and its financial
performance. Such data is not intended to be an indication of
any future results of operations of the company and such data
does not provide all information that would be provided with
financial statements prepared in accordance with GAAP if the
company had accounted for its securitizations as secured
financings.

UAC is an independent, indirect provider of automobile financing
and servicing. The company's primary business is purchasing and
servicing prime automobile retail installment sales contracts.
These contracts are originated by dealerships affiliated with
major domestic and foreign manufacturers, nationally recognized
rental car outlets and used car superstores. UAC focuses on
acquiring receivables related to late model used and, to a
lesser extent, new automobiles purchased by customers who
exhibit favorable credit profiles. Union Acceptance Corporation
commenced business in 1986 and currently acquires receivables
from more than 5,900 manufacturer-franchised dealerships in 39
states. By using state-of-the-art technology in a highly
centralized underwriting and servicing environment, Union
Acceptance Corporation enjoys one of the lowest cost operating
structures in the independent prime automobile finance industry.


UNIROYAL TECHNOLOGY: Fails to Win Nod to Hire White & Case LLP
--------------------------------------------------------------
The Honorable Peter J. Walsh denied Uniroyal Technology
Corporation's application to employ White & Case LLP as their
attorneys.  The application was opposed by the United States
Trustee and, based upon the evidence presented at the hearing,
the Court denied the Debtors' application for employment.

The Debtors' Consolidated List of Equity Security Holders lists
Emcore Corporation as an Equity Security Holder.  The Parties'
Counsel advised the Office of the United States Trustee that
Emcore or its Chairperson are collectively the holders of
approximately 20% of the Debtor's equity.  Both parties indicate
that there is a likelihood that various issues between them may
be disputed.

Accordingly, White & Case is not a "disinterested person" as
that phrase is defined in the Bankruptcy Code, the Court found.  
The evidence shows that White & Case acts regularly as counsel
for Emcore, a major creditor and equity security holder of
Uniroyal.  Emcore has been a regular client of White & Case for
five years and will presumably remain so.

Uniroyal Technology Corporation and its subsidiaries are engaged
in the development, manufacture and sale of a broad range of
materials employing compound semiconductor technologies, plastic
vinyl coated fabrics and specialty chemicals used in the
production of consumer, commercial and industrial products. The
Company filed for chapter 11 protection on August 25, 2002 Eric
Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at The Bayard
Firm represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from its creditors, it listed
$85,842,000 in assets and $68,676,000 in debts.


US AIRWAYS: Wants Court Okay to Assume & Ratify Charge Card Pact
----------------------------------------------------------------
US Airways Group Inc., is a party to a Charge Card Processing
and Security Agreement with National Processing Company and
National Bank of Kentucky.

The Debtors seek the Court's authority to assume and ratify the
Charge Card Contract.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, assures Judge Mitchell that other than the continuation of
ordinary course payments, there are no immediate costs
associated with the assumption and ratification of the
Agreement. Additionally, Mr. Butler relates, NPC and NCK have
agreed to extend the term of the Agreement for a minimum of
three months beyond the current termination date of December 31,
2002.

Mr. Butler explains that the assumption of the Agreement will
enhance the Debtors' liquidity position and avoid disruption to
the most significant tender choice for payment by the Debtors'
customers.  Given the benefits and NPC and NCK's agreement to
extend their processing obligations pending the Debtors'
reorganization efforts, Mr. Butler asserts that the relief is in
the best interests of the estates.

Mr. Butler reminds the Court that, in previous credit card-
related motions, the Debtors have outlined the extent that
charge cards are important to their operations.  Pursuant to
this Credit Card Agreement, the Debtors accept both VISA and
Mastercard. Approximately 47% of the Debtors' credit card sales
are paid for with VISA and Mastercard cards.

The Debtors are obligated to submit to NPC sales records
evidencing all purchases that have been made within a certain
period of time.  NCK pays the Debtors for all sales evidenced by
the VISA and Mastercard sales records, less fees and charges.

Prior to the Petition Date, NPC notified the Debtors that it
intended to exercise its right to terminate the Charge Card
Agreement on its expiration date of December 31, 2002.  The
Debtors attempted to negotiate with NPC for an extension of the
Agreement's terms.  A review, led the Debtors, concluded that
assuming the Agreement was in the best interests of the estate
because reaching a new agreement with an alternate processor
would be extremely difficult except in connection with an
emergence from Chapter 11.

Mr. Butler reports that the Debtors and NPC were able to
successfully negotiate an amendment to the Agreement.  NPC will
extend its term by three months.  The Debtors agree to allow NPC
to increase the reserve against future refunds to VISA and
Mastercard cardholders from approximately 10% of exposure to
35%. The Debtors also agreed to provide NPC with other
protections:

   (a) The reserve will be $125,000,000, including at least
       $60,000,000 already held by NPC;

   (b) NPC agrees to use reasonable efforts to transfer the
       existing processing function to a new processor on
       expiration of the Agreement;

   (c) The term is extended through March 31, 2003.  If a
       reorganization plan is confirmed by then and there is a
       contract with a new processor, then the date is extended
       until April 15, 2003.  If the plan is consummated by
       April 15, then the date is further extended until May 15,
       2003;

   (d) The Debtors will provide similar reports to NPC as
       provided to postpetition lenders under the DIP Agreement;

   (e) NPC has a one-time right to request additional collateral
       if the Debtors fail to meet certain financial performance
       covenants;

   (f) NPC may terminate the Agreement if:

       1) the Chapter 11 case is dismissed or converted;
       2) failure to achieve minimum liquidity levels;
       3) cancellation of a percentage of flight departures;

   (g) If these defaults occur, NPC and NCK agree to process
       transactions for an additional 45 days;

   (h) The Agreement provides for the complete return of
       collateral over a period of 270 days following the
       Agreement's termination. (US Airways Bankruptcy News,
       Issue No. 12; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)

DebtTRaders reports that US Airways Inc.'s 9.820% bonds due 2013
(U13USR1) are trading between 10 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR1for  
real-time bond pricing.


USI HOLDINGS: S&P Affirms B+ Rating & Removes it from Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch and
affirmed its single-'B'-plus ratings on USI Holdings Corp.,
after the company successfully completed its IPO, selling 9
million shares for total gross proceeds of $90 million.

Standard & Poor's also said that the outlook on USI is positive.

"The net proceeds of about $78.4 million will be used to pay
down debt, substantially reducing total-debt-to capital to 45.3%
from the pre-IPO level of 68.5%," explained Standard & Poor's
credit analyst Donovan Fraser.

The offering had been repeatedly delayed and ultimately reduced
in size from initial price targets. However, the decreased
leverage, pro forma equity in excess of $160 million, and the
first quarter of positive net income in the company's history in
the second quarter of 2002 place the company on a surer footing
than its pre-IPO capitalization and operating levels. Through
June 30, 2002, the company has a year-to-date pretax loss
from continuing operations of $10.3 million, consisting of a
first-quarter pretax loss of $13.2 million and second-quarter
pretax income of $2.9 million.

Standard & Poor's believes that the company should be better
positioned to continue to further penetrate its target niche
market of businesses with 20-999 employees and grow both
organically and through measured acquisitions. Standard & Poor's
also considers the company's strategy of focusing on growing the
specialized benefits segment to be a prudent strategy of
earnings diversification given the cyclicality of the
property/casualty sector.


U.S. STEEL: Will Pay Q3 Common Stock Dividend on Dec. 10, 2002
--------------------------------------------------------------    
United States Steel Corporation announced that the Board of
Directors declared a dividend of 5 cents per share on U. S.
Steel (NYSE: X) Common Stock.  The dividend is payable December
10, 2002, to stockholders of record at the close of business
November 20, 2002.

For more information on U. S. Steel, visit its Web site at
http://www.ussteel.com

                       *   *   *

As reported in the August 12, 2002 edition of the Troubled
Company Reporter, Fitch Ratings affirmed the senior unsecured
long-term ratings of U.S. Steel at 'BB' and assigned a 'BB+'
rating to the company's senior secured revolver. The Rating
Outlook is Stable.


VERITAS DGC: S&P Rates $275-Million Senior Secured Notes at BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its double-'B'-plus
rating to Veritas DGC Inc.'s proposed $275 million senior
secured credit facility. Houston, Texas-based Veritas provides
seismic services to the petroleum industry and has about $200
million of outstanding debt pro forma for the proposed financing
transaction. The outlook is stable.

"The $275 million senior secured credit facility consists of a
$200 million term loan maturing in 2007 and a $75 million
revolving facility maturing in 2005," noted Standard & Poor's
credit analyst Daniel Volpi. The proceeds from the proposed term
loan will be used to retire the company's $130 million
outstanding 9-3/4% senior unsecured notes due in 2003 and to
repay all amounts outstanding on its current secured bank line.
The proposed $75 million revolving secured credit facility will
replace the existing bank facility and will be undrawn at
closing.

The ratings on Veritas reflect its participation in the highly
competitive, cyclical, capital-intensive seismic services
segment of the petroleum industry, and moderate financial
leverage. Over the past few years, the seismic services industry
has been plagued by excess capacity. A shift toward multiclient
services has increased the industry's capital requirements,
essentially forcing seismic operators to shoulder a greater
degree of financial risk.

Veritas compensates for its participation in a difficult
industry by maintaining moderate financial leverage, with total
debt-to-total capital expected to remain around 25% and total
debt to EBITDA likely to remain below 1.0 times (x). While the
company historically has outspent its operating cash flow due to
hefty investment in its multiclient library, management has
publicly stated that it is targeting free operating cash flow in
2003. EBITDA interest coverage is expected to remain above 10.0x
in the near-to-medium-term, or about 4.0x adjusting EBITDA for
multiclient expenditures.

Although the book value of Veritas' assets is high relative to
the loan amount, Standard & Poor's has rated the proposed $275
million senior secured credit facility at the same level as its
corporate credit rating. Standard & Poor's believes that the
nature of the secured assets (i.e., high specificity, above-
average obsolescence risk), the small pool of likely buyers, and
historical liquidation values of oilfield services assets
precludes an enhancement above the corporate credit rating. In
addition, the lack of a debt cushion (i.e., no debt ranked below
the secured facilities) further reduces the likelihood of an
enhanced recovery.


VINTAGE CAPITAL: Fitch Slashes Class C Note Rating to Junk Level
----------------------------------------------------------------
Fitch Ratings has downgraded Vintage Capital SA's floating-rate
notes as follows

   -- Class B to 'BBB-' from 'A+';
   -- Class C to 'CCC' from 'BBB-'.

The classes A1 and A2 are affirmed at 'AAA'.

In February 2001, Vintage Capital SA, a special purpose vehicle
with limited liability incorporated under the laws of
Luxembourg, acquired a bond portfolio originated by Banca Monte
dei Paschi di Siena and CDS portfolio originated by Bank of
America. At closing these acquisitions were financed by issuing
EUR$198 million floating-rate notes and a EUR$162 million senior
swap. The bond portfolio contains asset-backed securities,
corporate, financial institution and sovereign debt. The
combined weighted average Fitch factor for both portfolios has
decreased from 'BBB+' to 'BBB-' due to the downgrade of some of
the underlying ABS and corporate assets.

Fitch has reviewed the performance of the portfolio in detail.
To date there have been no defaults in the bond portfolio,
though there are three ABS assets rated below 'CCC+', one of
which carries a default rating. The notional of these assets
comprise 5.5% of the portfolio. There have been no credits
events in the reference portfolio though it does contain Lucent
Technologies (rated 'CCC+' by Fitch), TXU Europe (rated 'C') and
British Energy (rated 'B-').

The transaction has a semi-annual payment date in June and
December. The transaction has a final maturity date in December
2010.


V-ONE CORP: Net Capital Deficiency Tops $629K at September 30
-------------------------------------------------------------
V-ONE Corporation (OTCBB:VONE) reported revenue of $1.2 million
for the third quarter and $2.9 million for the first nine months
of fiscal 2002. Revenue for the comparable three and nine month
periods that ended September 30, 2001, was $1.1 million and $2.8
million, respectively.

The loss attributable to holders of common stock for the third
quarter of 2002 was $1.3 million, compared with a loss
attributable to holders of common stock of $2.4 million based on
the weighted average number of common shares outstanding of 26.0
million and 22.9 million, respectively, for the third quarter of
2002 and 2001. The loss attributable to holders of common stock
for the first nine months of 2002 was $5.0 million, compared
with a net loss of $8.9 million based on the weighted average
number of common shares outstanding of 24.8 million and 22.4
million, respectively, for the first nine months of 2002 and
2001.

During the quarter ended September 30, 2002, V-ONE Corporation
solidified significant elements of the Company's long- term
strategy and market positioning. Important strategic initiatives
in financing, product development programs enabling expansion of
existing customer networks and new market penetration programs
for V-ONE's satellite products were successfully completed.

In V-ONE's September 30, 2002 balance sheets, the Company
recorded a working capital deficit of about $1 million, and a
total shareholders' equity deficit of close to $630 million.

In July, the Company closed on approximately $1.2 million in a
private placement of 8% Secured Convertible Notes with warrants.
The Company's ability to raise additional capital at this time
has been hampered by poor market conditions and delays in
funding of national security programs. The amount raised was not
sufficient to capitalize the Company at a level necessary to
maintain its listing on the Nasdaq Small Cap Market and
effective October 18, 2002 the Company's securities began
trading on the Nasdaq OTC Bulletin Board. This action does not
impact the Company's day-to-day operations as V-ONE continues to
focus its resources on building the Company by providing
superior security products and technology solutions to existing
government and commercial customers. "We believe that the
strategy and plan implemented last year is providing the
foundations to increase shareholder value in the long term and
we are staying closely focused on achieving operational results"
said Margaret Grayson, CEO of V-ONE Corporation. Cost reduction
measures implemented during 2002 and expansion of our existing
customer programs have provided cash flow from operations that
extends the Company's ability to continue operating beyond
October 31, 2002. At September 30, 2002, the Company's cash
position was $163,000 and $915,000 at October 30, 2002. The
Company's ability to continue operating beyond October 31, 2002
will be substantially dependent upon timely receipt of orders
underlying requirements from its government customers that can
provide sustaining revenue if these programs are implemented as
planned.

V-ONE product development announcements include:

     -- V-ONE Announces High Performance VPN Solution for VSAT &
        Satellite Date Networks; Application Layer VPN
        Technology Overcomes IPSec Performance Problems

     -- Mentat and V-ONE Partner to Provide High Performance
        Satellite Security Solutions

     -- V-ONE Corporation Announces Availability of Mac OS X VPN
        Client Software; Security Solution Meets Needs of Mac
        Users including Mac OS 10.2

     -- V-ONE's SmartGuard VPN Appliance Awarded ICSA Firewall
        Certification V-ONE customer relationship announcements
        include:

     -- V-ONE expands security for FBI's LEO Information Sharing
        Network

     -- V-ONE Secures Backbone for LEO/RISS Super Information
        Sharing Network

     -- V-ONE secures information sharing for National White
        Collar Crime Center

     -- V-ONE CEO Named to President's National Infrastructure
        Advisory Council; Council to Advise President on
        Security of Critical Information Systems Infrastructures

"The Company continues to perform in a manner that is meeting
customer expectations. With operating costs under tight control
and government and commercial customers now expanding their use
of V-ONE's security products, we remain focused on meeting the
challenges of continued slowness in the funding and
implementation schedules of some of the Company's programs,"
added Margaret Grayson.

Providing enterprise-level network security protection since
1993, V-ONE Corporation's flagship product is SmartGate(R), a
client/server Virtual Private Network technology. Fortune 1000
corporations, health care organizations and sensitive government
agencies worldwide use SmartGate for their integrated
authentication, encryption and access control. With its patented
client deployment and management capabilities, SmartGate is a
compelling solution for remote access intranets and secure
extranets for electronic business between trading partners, for
both conventional and wireless networks. V-ONE is headquartered
in Germantown, MD. Product and network security information,
white papers and the company's latest news releases may be
accessed via http://www.v-one.com  


WINSTAR: Trustee Seeks Approval of $1.5M Settlement with Savvis
---------------------------------------------------------------
Prior to the conversion of Winstar Communications, Inc., and its
debtor-affiliates' cases from Chapter 11 to Chapter 7, the
Debtors and SAVVIS Communications Corporation were parties to a
series of commercial agreements pursuant to which each party
bought and sold goods and services from one another.

A Master Agreement was entered into on June 30, 2000, whereby
SAVVIS was obligated to purchase telecommunications equipment
from the Debtors.  The aggregate sales price for the equipment
under the Master Agreement was $29,435,000.  The Debtors allege
that SAVVIS only paid a portion of the purchase price, leaving a
considerable net balance owed to the Debtors.

In addition to the Master Agreement, the Debtors and SAVVIS also
entered into a professional services agreement pursuant to which
SAVVIS was obligated to pay Winstar $10,000,000 for professional
services.  The Debtors again allege that SAVVIS only paid a
portion of its obligation.

SAVVIS was also obligated to pay the Debtors' installation fees
in connection with the installation of telecommunications
equipment.  A portion of the fees is still outstanding.

Sheldon K. Rennie, Esq., at Fox Rothschild O'Brien & Frankel
LLP, in Wilmington, Delaware, relates that Chapter 7 Trustee
Christine Shubert has been negotiating with SAVVIS' counsel to
settle the disputes.  After extensive negotiations, the Chapter
7 Trustee and SAVVIS have agreed to resolve their disputes,
embodied in a settlement agreement.

The settlement agreement provides, in pertinent part, that:

A. The Chapter 7 Trustee agrees to accept $1,500,000 as the
   Settlement Amount in consideration for the amounts owed
   to the Debtors' estates under the SAVVIS Agreements and in
   exchange to release any and all claims of whatsoever nature
   the estates have or may have against SAVVIS;

B. SAVVIS agrees to pay the Settlement Amount to the Chapter 7
   Trustee; and

C. SAVVIS is in possession of 106 radio units previously
   delivered to it in connection with the agreements.  Pursuant
   to this settlement agreement, the Debtors will relinquish to
   SAVVIS any right, title or interest it has or may have with
   respect to the radio units.

Absent the agreement, the Chapter 7 Trustee would be forced to
proceed with arbitration that would unnecessarily burden the
Debtors' estates.  Based on the high cost of the potential
arbitration in relation to the value of the settlement amount,
the settlement agreement represents a fair and reasonable
consensual resolution of the issues and is in the best interests
of all creditors.

Mr. Rennie assures the Court that the settlement agreement is a
product of a significant arm's-length bargaining among the
parties. (Winstar Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

DebtTraders reports that Winstar Communications' 12.500% bonds
due 2008 (WCII08USR1) are trading between 0.125 and 0.250 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCII08USR1
for real-time bond pricing.


WORKGROUP TECHNOLOGY: Nasdaq Delists Shares Effective October 31
----------------------------------------------------------------
Workgroup Technology Corporation (NASDAQ: WKGP), a leading
provider of Web-enabled, extended enterprise collaborative
product data management software solutions, announced that the
Nasdaq Listing Qualifications Panel had rejected the Company's
request for continued listing on The Nasdaq SmallCap Market, and
that the Panel determined to delist the Company's securities
from The Nasdaq Stock Market effective with the open of business
on October 31, 2002. The Panel further informed the Company that
the Company's securities may be immediately eligible to trade on
the OTC Bulletin Board.

WTC develops, markets and supports WTC ProductCenter(TM), a web-
enabled, extended enterprise collaborative Product Data
Management solution that provides document management, design
integration, configuration control, change management, and
enterprise integration for optimizing product development. Based
in Burlington, Massachusetts, the Company differentiates itself
on the basis of its controlled and secure accessibility,
enterprise integration, and quick adaptability of its software.
Thousands of users at mid-sized and global companies are in
production and benefit from WTC products, including ABB Flexible
Automation; Baker Oil Tools; Eaton Corporation; General Electric
Company; Goodrich Turbine Fuel Technologies; Honeywell;
Millipore Corporation; Siemens Energy & Automation, Inc.; U.S.
Army; and Whirlpool Corporation. The Company's Web site is
located at http://www.workgroup.com  

                          *   *   *

The Company has generated continued losses from operations which
has reduced its cash balances. At September 30, 2002, the
Company had cash and cash equivalent balances totaling
$2,301,000 and working capital of $552,000, each of which
represent significantly lower liquidity than in the prior year.
The Company intends to continue to take appropriate action to
manage its expenses commensurate with the level of sales
expected. Among other things, these actions may include a
restructuring of its operations. Management believes that cash
and cash equivalent balances at September 30, 2002 are
sufficient, combined with management's intent and ability to
reduce expenditures, to meet its operating and capital
expenditure requirements and maintain positive liquidity at
least through March 31, 2003.

At September 30, 2002, Workgroup's balance sheets show that the
Company's total shareholders' equity has dwindled to about
$715,000 from about $1.7 million recorded at March 31, 2002.


W.R. GRACE: Court Stretches Lease Decision Time to April 1, 2003
----------------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates sought and obtained
Judge Fitzgerald's approval to extend the deadline to decide
whether to assume, assume and assign, or reject unexpired non-
residential real property leases until April 1, 2003.

The Debtors made it clear the request is without prejudice to
the Company's right to request a further extension of the
deadline, and without prejudice to any lessor's right to request
to shorten the lease decision period on a particular lease.

The Debtors reminded Judge Fitzgerald that they are parties to
several hundred unexpired leases that fall into two major
categories:

    (a) real property leases for offices and plants throughout
        the United States and Puerto Rico; and

    (b) leases where the Debtors are lessees of commercial real
        estate, often retail stores, restaurants, and other
        similar facilities most of which have been sub-leased to
        other tenants.

These leases are important assets of the estate, such that the
decision to assume or reject is central to any plan of
reorganization.  Furthermore, these cases are large and complex,
and involve many leases.  Since the first extension order
was entered, the Debtors' management and professionals have been
consumed with the operation of the Debtors' businesses and the
resolution of a number of complex business decisions.
Furthermore, the Debtors have focused on defining the mounting
asbestos-related litigation liabilities that they contend
precipitated these Chapter 11 cases.  Resolution of these issues
will involve significant litigation that will take time.  The
Debtors have not yet intelligently appraised each lease's value
to its plan, and until the asbestos issues are resolved, little
progress can be made toward developing a viable plan of
reorganization.

The Debtors assured Judge Fitzgerald that they are current in
all of their postpetition rent payments and other contractual
obligations with respect to the unexpired leases.  The Debtors
intend to continue to timely pay all rent obligations on leases
until they are either rejected or assumed, and will continue to
timely perform their contractual obligations with respect to the
assumed leases.  As a result, the Debtors' continued occupation
of the relevant real property (whether directly or as
sublessees) will not prejudice the lessors of the real property
or cause the lessors to incur damages that cannot be recompensed
under the Bankruptcy Code.(W.R. Grace Bankruptcy News, Issue
Nos. 29 & 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: Sealed Air Turns to Third Cir. to Get Lawsuit Tossed
----------------------------------------------------------------
Sealed Air Corporation (NYSE:SEE) has asked the U.S. Court of
Appeals for the Third Circuit to hear its appeal of trial court
orders refusing to apply the Third Circuit's ruling in the
unrelated Cybergenics case and denying Sealed Air's motion to
dismiss the fraudulent transfer case against the Company.

The trial court overseeing Grace's bankruptcy had ordered the
case to proceed with all the parties as originally configured,
that is, with the claims asserted against Sealed Air by
creditors committees in the W. R. Grace bankruptcy proceeding.

The trial court had earlier postponed the original September 30
trial date in order to review how the case should proceed in
light of the Third Circuit ruling in the Cybergenics case. The
Third Circuit had held in that case that a creditor or creditors
committee may not assert a fraudulent transfer claim in a
bankruptcy proceeding and that only a debtor-in-possession or an
appointed trustee may bring such an action.

The 1998 transaction that combined Sealed Air with the Cryovac
packaging business of W. R. Grace was designed to create a
world-leading packaging company. Sealed Air believes that Grace
was solvent at the time of the transaction even if claims
arising after 1998 are taken into account. The Company remains
confident in the integrity of the deal.

Sealed Air Corporation is a leading global manufacturer of a
wide range of food, protective and specialty packaging materials
and systems, including such widely recognized brands as Bubble-
Wrap(R) air cellular cushioning, Jiffy(R) protective mailers and
Cryovac(R) food packaging products. For more information about
Sealed Air Corporation, please visit the Company's Web site at
http://www.sealedair.com


* BOND PRICING: For the week of November 4 - November 8, 2002
-------------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
AES Corporation                        4.500%  08/15/05    21
AES Corporation                        9.375%  09/15/10    41
AES Corporation                        9.500%  06/01/09    43
Adaptec Inc.                           3.000%  03/05/07    70
Adelphia Communications                3.250%  05/01/21     7
Adelphia Communications                6.000%  02/15/06     7
Adelphia Communications                9.875%  03/01/05    35
Adelphia Communications                9.875%  03/01/07    33
Adelphia Communications               10.875%  10/01/10    33
Advanced Energy                        5.000%  09/01/06    68
Advanced Micro Devices Inc.            4.750%  02/01/22    47
Advanstar Communications              12.000%  02/15/11    66
Aether Systems                         6.000%  03/22/05    72
Agere Systems                          6.500%  12/15/09    53
Akamai Technologies                    5.500%  07/01/07    31
Alternative Living Services (Alterra)  5.250%  12/15/02     3
Alkermes Inc.                          3.750%  02/15/07    47
Alexion Pharmaceuticals Inc.           5.750%  03/15/07    62
Amazon.com Inc.                        4.750%  02/01/09    71
American Tower Corp.                   6.250%  10/15/09    43
American Tower Corp.                   9.375%  02/01/09    52
American & Foreign Power               5.000%  03/01/30    55
Americredit Corp.                      9.875%  04/15/06    75
Amkor Technology Inc.                  5.000%  03/15/07    26
Amkor Technology Inc.                  9.250%  05/01/06    70
Amkor Technology Inc.                  9.250%  02/15/08    66
Amkor Technology Inc.                 10.500%  05/01/09    47
AnnTaylor Stores                       0.550%  06/18/19    62
ANR Pipeline                           9.625%  11/01/21    72
Arco Chemical Company                  9.800%  02/01/20    73
Armstrong World Industries             9.750%  04/15/08    42
AMR Corporation                        9.000%  09/15/16    74
AMR Corporation                        9.750%  08/15/21    75
AMR Corporation                        9.800%  10/01/21    75
Asarco Inc.                            8.500%  05/01/25    35
Aspen Technology                       5.250%  06/15/05    37
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    75
AT&T Wireless                          8.750%  03/01/31    71
Aurora Foods                           9.875%  02/15/07    61
Avaya Inc.                            11.125%  04/01/09    61
Axcelis Technologies                   4.250%  01/15/07    62
Best Buy Co. Inc.                      0.684%  06?27/21    66
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    56
Borden Inc.                            8.375%  04/15/16    61
Borden Inc.                            9.250%  06/15/19    65
Borden Inc.                            9.200%  03/15/21    62
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    66
Brooks Automatic                       4.750%  06/01/08    71
Browning-Ferris Industries Inc.        7.400%  09/15/35    73
Budget Group Inc.                      9.125%  04/01/06    17
Burlington Northern                    3.200%  01/01/45    50
Burlington Northern                    3.800%  01/01/20    71
CSC Holdings Inc.                      7.625%  07/15/18    73
Calpine Corp.                          4.000%  12/26/06    41
Calpine Corp.                          4.000%  12/26/06    41
Calpine Corp.                          8.500%  02/15/11    38
Capital One Financial                  7.125%  08/01/08    68
Case Credit                            6.750%  10/21/07    74  
Case Corp.                             7.250%  01/15/16    69
Cell Therapeutic                       5.750%  06/15/08    42
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Champion Enterprises                   7.625%  05/15/09    31
Charter Communications, Inc.           4.750%  06/01/06    29
Charter Communications, Inc.           5.750%  10/15/05    33
Charter Communications Holdings        8.250%  04/01/07    54
Charter Communications Holdings        8.625%  04/01/09    53
Charter Communications Holdings        9.625%  11/15/09    53
Charter Communications Holdings       10.000%  04/01/09    54
Charter Communications Holdings       10.000%  05/15/11    52
Charter Communications Holdings       10.250%  01/15/10    54
Charter Communications Holdings       10.750%  10/01/09    55
Charter Communications Holdings       11.125%  01/15/11    54
Ciena Corporation                      3.750%  02/01/08    59
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    71
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    70
CIT Group Holdings                     5.875%  10/15/08    74
CNET Inc.                              5.000%  03/01/06    55
Coastal Corp.                          6.375%  02/01/09    74
Coastal Corp.                          6.500%  05/15/06    69
Coastal Corp.                          6.500%  06/01/08    73
Coastal Corp.                          6.950%  06/01/28    45
Coastal Corp.                          7.420%  02/15/37    55
Coastal Corp.                          7.500%  08/15/06    73
Coastal Corp.                          7.750%  10/15/35    53
Coeur D'Alene                          6.375%  01/31/05    73
Coeur D'Alene                          7.250%  10/31/05    70
Cogentrix Energy                       8.750%  10/15/08    73
Comcast Corp.                          2.000%  10/15/29    18
Comforce Operating                    12.000%  12/01/07    57
Commscope Inc.                         4.000%  12/15/06    74
Computer Associates                    5.000%  03/15/07    72
Computer Network                       3.000%  02/15/07    64
Conexant Systems                       4.000%  02/01/07    26
Conexant Systems                       4.250%  05/01/06    34
Conseco Inc.                           8.750%  02/09/04     7
Conseco Inc.                          10.750%  06/15/09    23
Continental Airlines                   4.500%  02/01/07    31
Corning Inc.                           3.500%  11/01/08    51
Corning Inc.                           6.300%  03/01/09    62
Corning Inc.                           6.750%  09/15/13    51
Corning Inc.                           6.850%  03/01/29    42
Corning Inc.                           7.000%  03/15/07    73
Corning Inc.                           8.875%  08/15/21    54
Corning Glass                          7.000%  03/15/07    73
Corning Glass                          8.875%  03/15/16    58
Cox Communications Inc.                3.000%  03/14/30    35
Cox Communications Inc.                0.348%  02/23/21    70
Cox Communications Inc.                0.348%  02/23/21    70
Cox Communications Inc.                0.426%  04/19/20    42
Cox Communications Inc.                7.750%  11/15/29    25
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    65
Crown Castle International             9.375%  08/01/11    65
Crown Castle International             9.500%  08/01/11    66
Crown Castle International            10.750%  08/01/11    70   
Crown Cork & Seal                      8.375%  01/15/05    68
Cubist Pharmacy                        5.500%  11/01/08    42
Cummins Engine                         5.650%  03/01/98    58
Cypress Semiconductor                  4.000%  02/01/05    73  
Dana Corp.                             7.000%  03/01/29    66
Dana Corp.                             7.000%  03/15/28    66
Delhaize America                       9.000%  04/15/31    72
Dillard Department Store               7.000%  12/01/28    70
Dobson Communications Corp.           10.875%  07/01/10    70
Dobson/Sygnet                         12.250%  12/15/08    74
Documentum Inc.                        4.500%  04/01/07    74  
Dresser Industries                     7.600%  08/15/96    60
DVI Inc.                               9.875%  02/01/04    73
Dynegy Holdings Inc.                   6.875%  04/01/11    41
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         7.330%  09/15/08    71
El Paso Corp.                          7.000%  05/15/11    58
El Paso Corp.                          7.750%  01/15/32    57
El Paso Natural Gas                    7.500%  11/15/26    56
El Paso Natural Gas                    8.625%  01/15/22    65  
Emulex Corp.                           1.750%  02/01/07    72
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    68
Equistar Chemicals                     7.550%  02/15/26    63
E*Trade Group                          6.000%  02/01/07    62
E*Trade Group                          6.750%  05/15/08    71
Extreme Networks                       3.500%  12/01/06    75
FEI Company                            5.500%  08/15/08    71
Finisar Corp.                          5.250%  10/15/08    55
Finova Group                           7.500%  11/15/09    30
Fleming Companies Inc.                 5.250%  03/15/09    35
Fleming Companies Inc.                10.625%  07/31/07    47
Food Lion Inc.                         8.050%  04/15/27    64
Ford Motor Co.                         6.500%  08/01/18    72
Ford Motor Co.                         6.625%  02/15/28    66
Ford Motor Co.                         7.125%  11/15/25    72
Ford Motor Co.                         7.500%  08/01/26    75
Fort James Corp.                       7.750%  11/15/23    68
Foster Wheeler                         6.750%  11/15/05    58
GCI Inc.                               9.750%  08/01/07    60
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    71
Georgia-Pacific                        7.375%  12/01/25    65
Georgia-Pacific                        7.750%  11/15/29    74
Georgia-Pacific                        8.125%  06/15/23    71
Georgia-Pacific                        8.250%  03/01/23    73
Globespan Inc.                         5.250%  05/15/06    74
Goodyear Tire                          7.000%  03/15/28    63
Gulf Mobile Ohio                       5.000%  12/01/56    63
Hanover Compress                       4.750%  03/15/08    68
Hasbro Inc.                            6.600%  07/15/28    74
Health Management Associates Inc.      0.250%  08/16/20    72
Health Management Associates Inc.      0.250%  08/16/20    72
HealthSouth Corp.                      7.000%  06/15/08    61
HealthSouth Corp.                      8.375%  10/01/11    64
HealthSouth Corp.                      8.500%  02/01/08    74
HealthSouth Corp.                     10.750%  10/01/08    67
Hertz Corp.                            7.000%  01/15/28    66
Human Genome                           3.750%  03/15/07    65
Human Genome                           5.000%  02/01/07    73
Huntsman Polymer                      11.750%  12/01/04    67
I2 Technologies                        5.250%  12/15/06    57
ICN Pharmaceuticals Inc.               6.500%  07/15/08    62
IMC Global Inc.                        7.300%  01/15/28    70
IMC Global Inc.                        7.375%  08/01/18    73  
Ikon Office                            6.750%  12/01/25    67
Ikon Office                            7.300%  11/01/27    72
Imcera Group                           7.000%  12/15/13    67
Imclone Systems                        5.500%  03/01/05    57
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    42
Inland Steel Co.                       7.900%  01/15/07    57
International Rectifier                4.250%  07/15/07    75    
Interpublic Group                      1.870%  06/01/06    71
JL French Auto                        11.500%  06/01/09    54
Juniper Networks                       4.750%  03/15/07    68
Kaiser Aluminum & Chemicals Corp.      9.875%  02/15/49    62
Kmart Corporation                      8.125%  12/01/06    16
Kmart Corporation                      8.250%  01/01/22    22
Kmart Corporation                      8.375%  07/01/22    22      
Kmart Corporation                      9.375%  02/01/06    16
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    42
LSI Logic                              4.000%  11/01/06    75
LSP Energy LP                          8.160%  07/15/25    74
LTX Corporation                        4.250%  08/15/06    60
Lehman Brothers Holding                8.000%  11/13/03    63
Level 3 Communications                 6.000%  09/15/09    30
Level 3 Communications                 6.000%  03/15/09    33
Level 3 Communications                 9.125%  05/01/08    54
Liberty Media                          3.500%  01/15/31    62
Liberty Media                          3.500%  01/15/31    62
Liberty Media                          3.750%  02/15/30    47
Liberty Media                          4.000%  11/15/29    50
LSI Logic                              4.000%  11/01/06    72
LSI Logic                              4.000%  11/01/06    72
Lucent Technologies                    5.500%  11/15/08    70
Lucent Technologies                    6.450%  03/15/29    32
Lucent Technologies                    6.500%  01/15/28    46
Lucent Technologies                    7.250%  07/15/06    41
Magellan Health                        9.000%  02/15/08    18
Mail-Well I Corp.                      8.750%  12/15/08    47
Mail-Well I Corp.                      9.625%  03/15/12    66
Mastec Inc.                            7.750%  02/01/08    72
MCI Communications Corp.               7.500%  08/20/04    29
MCI Communications Corp.               7.750%  03/15/24    30
Medarex Inc.                           4.500%  07/01/06    57
Mediacom Communications                5.250%  07/01/06    61
Mediacom LLC                           7.875%  02/15/11    66
Mediacom LLC                           8.500%  04/15/08    75
Mediacom LLC                           9.500%  01/15/13    75
Metris Companies                      10.000%  11/01/04    75
Metris Companies                      10.125%  07/15/06    75
Mikohn Gaming                         11.875%  08/15/08    63
Mirant Corp.                           5.750%  07/15/07    30
Mirant Americas                        7.200%  10/01/08    47
Mirant Americas                        7.625%  05/01/06    63
Mirant Americas                        8.300%  05/01/11    42
Mirant Americas                        8.500%  10/01/21    35
Mirant Americas                        9.125%  05/01/31    59
Mission Energy                        13.500%  07/15/08    43
Missouri Pacific Railroad              4.750%  01/01/20    71
Missouri Pacific Railroad              4.750%  01/01/30    68
Missouri Pacific Railroad              5.000%  01/01/45    54
Motorola Inc.                          5.220%  10/01/21    53
Motorola Inc.                          6.500%  11/15/28    74
MSX International                     11.375%  01/15/08    63
NTL (Delaware)                         5.750%  12/15/09    14
NTL Communications Corp                6.750%  05/15/08    16
National Vision                       12.000%  03/30/09    60
Natural Microsystems                   5.000%  10/15/05    58
Navistar Financial                     4.750%  04/01/09    69
Nextel Communications                  5.250%  01/15/10    68
Nextel Communications                  6.000%  06/01/11    71
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    54
Noram Energy                           6.000%  03/15/12    68
Northern Pacific Railway               3.000%  01/01/47    50
Northern Pacific Railway               3.000%  01/01/47    50
Nvidia Corp.                           4.750%  10/15/07    75
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    63
Owens-Illinois Inc.                    7.800%  05/15/18    68
PG&E National Energy                  10.375%  05/16/11    36
Panamsat Corp.                         6.875%  01/15/28    71
Paxson Communications                 10.750%  07/15/08    75
Pegasus Satellite                     12.375%  08/01/06    49
Photronics Inc.                        4.750%  12/15/06    68
PMC-Sierra Inc.                        3.750%  08/15/06    65
Polaroid Corp.                        11.500%  02/15/06     5
Primedia Inc.                          7.625%  04/01/08    65
Primedia Inc.                          8.875%  05/15/11    73
Providian Financial                    3.250%  08/15/05    64
PSEG Energy Holdings                   8.500%  06/15/11    71
Public Service Electric & Gas          5.000%  07/01/37    72
Photronics Inc.                        4.750%  12/15/06    72
Quanta Services                        4.000%  07/01/07    49
Qwest Capital Funding                  7.000%  08/03/09    44
Qwest Capital Funding                  7.250%  02/15/11    44
Qwest Capital Funding                  7.625%  08/03/21    47
Qwest Capital Funding                  7.750%  08/15/06    62
Qwest Capital Funding                  7.900%  08/15/10    44
Qwest Communications Int'l             7.250%  11/01/06    48
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Redback Networks                       5.000%  04/01/07    32
Rite Aid Corp.                         4.750%  12/01/06    67
Rite Aid Corp.                         7.125%  01/15/07    65
Rite Aid Corp.                         7.125%  01/15/07    69
Rockwell Int'l                         5.200%  01/15/98    72
Royster-Clark                         10.250%  04/01/09    67
Rural Cellular                         9.625%  05/15/08    49
Ryder System Inc.                      5.000%  02/25/21    73
SBA Communications                    10.250%  02/01/09    41
SCI Systems Inc.                       3.000%  03/15/07    57
Saks Inc.                              7.375%  02/15/19    72
Sepracor Inc.                          5.000%  02/15/07    50
Sepracor Inc.                          7.000%  12/15/05    62
Service Corp. Int'l                    6.750%  06/22/08    74
Silicon Graphics                       5.250%  09/01/04    54
Simula Inc.                            8.000%  05/01/04    73
Skechers USA, Inc.                     4.500%  04/15/07    65
Solutia Inc.                           7.375%  10/15/27    69
Sonat Inc.                             6.625%  02/01/08    61
Sonat Inc.                             6.750%  10/01/07    63
Sonat Inc.                             7.625%  07/15/11    53
Sonic Automotive                       5.250%  05/07/09    74
Sotheby's Holdings                     6.875%  02/01/09    73
Sprint Capital Corp.                   6.000%  01/15/07    74
Sprint Capital Corp.                   6.875%  11/15/28    60
Sprint Capital Corp.                   6.900%  05/01/19    63
Sprint Capital Corp.                   8.375%  03/15/28    66
Sprint Capital Corp.                   8.750%  03/15/32    72
TCI Communications Inc.                7.125%  02/15/28    74
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          10.000%  03/15/08    74
Tenneco Inc.                          11.625%  10/15/09    73
Tennessee Gas PL                       7.000%  10/15/28    52
Tennessee Gas PL                       7.500%  04/01/17    60
Tennessee Gas PL                       7.625%  04/01/37    56   
Teradyne Inc.                          3.750%  10/15/06    72
Tesoro Pete Corp.                      9.000%  07/01/08    52
Tesoro Pete Corp.                      9.625%  11/01/08    53
TIG Holdings Inc.                      8.125%  04/15/05    74
Time Warner Inc.                       6.625%  05/15/29    74
Transwitch Corp.                       4.500%  09/12/05    59
Trenwick Capital I                     8.820%  02/01/37    72
Tribune Company                        2.000%  05/15/29    68
Triton PCS Inc.                        8.750%  11/15/11    67
Triton PCS Inc.                        9.375%  02/01/11    63
Trump Atlantic                        11.250%  05/01/06    74
Turner Broadcasting                    8.375%  07/01/13    74
TXU Corp.                              6.375%  06/15/06    75
US Airways Passenger                   6.820%  01/30/14    68
US Airways Passenger                   9.010%  01/20/19    49
US Airways Inc.                        7.960%  01/20/18    72
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                      10.670%  05/01/04    20
United Air Lines                      11.210%  05/01/14    28
Universal Health Services              0.426%  06/23/20    71
US Timberlands                         9.625%  11/15/07    54
US West Capital Funding                6.250%  07/15/05    63
US West Capital Funding                6.375%  07/15/08    45
US West Capital Funding                6.875%  07/15/28    67
US West Communications                 7.250%  10/15/35    66
US West Communications                 7.500%  06/15/23    71
Utilicorp United                       7.625%  11/15/09    69
Utilicorp United                       7.950%  02/01/11    71
Utilicorp United                       8.000%  03/01/23    57
Utilicorp United                       8.270%  11/15/21    59
Veeco Instrument                       4.125%  12/21/08    66
Vertex Pharmaceuticals                 5.000%  09/19/07    73
Vesta Insurance Group                  8.750%  07/15/25    74
Viropharma Inc.                        6.000%  03/01/07    35
Vitesse Semiconductor                  4.000%  03/15/05    72
Weirton Steel                         10.750%  06/01/05    66
Westpoint Stevens                      7.875%  06/15/08    27
Williams Companies                     6.625%  11/15/04    65
Williams Companies                     7.125%  09/01/11    73
Williams Companies                     7.875%  09/01/21    65
Williams Holding (Delaware)            6.250%  02/01/06    70
Williams Holding (Delaware)            6.500%  12/01/08    56
Wind River System                      3.750%  12/15/06    69
Witco Corp.                            6.875%  02/01/26    68
Witco Corp.                            7.750%  04/01/23    75  
Worldcom Inc.                          6.400%  08/15/05    12
XM Satellite Radio                     7.750%  03/01/06    34
Xerox Corp.                            0.570%  04/21/18    56
Xerox Credit                           7.200%  08/05/12    57

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

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.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.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. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2002.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without
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are $25 each.  For subscription information, contact Christopher
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                *** End of Transmission ***