TCR_Public/031202.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, December 2, 2003, Vol. 7, No. 238   

                          Headlines

AIR CANADA: Director David P. O'Brien Resigns from Board
AHOLD: Fitch Affirms Low-B Ratings and Assigns Stable Outlook
AIR CANADA: Wants Court Nod for Deutsche Standby Purchase Pact
AMERCO: Files First Amended Joint Reorganization Plan in Nevada
AMERICAN DAIRY: Boots Out Weinberg & Installs Murrell as Auditor

AMERICAN STONE: Recurring Losses Raise Going Concern Uncertainty
ANC RENTAL: Brings-In Gazes & Associates as Special Counsel
ARGO ENERGY: Expects to Close Advantage Energy Acquisition Soon
AUSPEX SYSTEMS: Court Confirms First Amended Liquidating Plan
AVCORP: September Working Capital Deficit Narrows to C$7.8 Mil.

BAY VIEW CAPITAL: Redeeming $63.5 Million of Capital Securities
BETACOM: Asset Sale Proceeds Insufficient to Cover All Debts
BOOT TOWN: Asks to Turn to Morris Anderson for Financial Advice
CAMBRIDGE HEART: Pins Hopes on Microvolt Product to Maintain Ops
CARMIKE CINEMAS: Offering Up to 4.5 Million Common Shares

CHC INDUSTRIES: Zinober & McCrea Serves as Special Labor Counsel
COMAC FOOD: September 28 Working Capital Deficit Tops $325K
CONE MILLS: Court Okays McGladry's Retention as Auditors
CONSUMER GUARANTY: Case Summary & 6 Largest Unsecured Creditors
CROWN FIN'L: Plans to Appeal Nasdaq's Delisting Determination

ELBIT VISION: Gets Green Light to Trade Shares on the OTC BB
ENRON CORP: Proposes East Coast Asset Sale Auction Procedures
EXIDE TECH: Wants to Walk Away from Heller Equipment Lease
GENUITY: Obtains Court Nod to File Verizon Agreements Under Seal
GREENCHIP: Disposes of Loss-Making Programmable Life Unit

GOLDRAY: Reports Third Quarter Deteriorating Financial Results
HUGHES ELECTRONICS: Pegasus' Move to Intervene in Lawsuit Denied
IMPERIAL METALS: Reports Results for Third Quarter 2003
INT'L STEEL: Expects to Raise $360M in IPO of 15MM Common Shares
ITEX CORP: Completes Sale of Seattle Corporate-Owned Office

IVACO: Ontario Court Grants CCAA Extension Until Feb. 13, 2004
IVACO INC: Third Quarter Working Capital Deficit Tops $132 Mil.
J.A. JONES: Seeks to Employ Gibbes Burton as Special Counsel
KAISER ALUMINUM: Selling Parcels 2A & 2B in Mead, Washington
KEVN INC: Seeks Nod to Employ Stuart Gerry as Chapter 11 Counsel

KICKING HORSE: September Working Capital Deficit Mears $12 Million
KMART CORP: Asks Court to Reduce 43 More Various Vendor Claims
LIGHTHOUSE CENTER: Case Summary & 7 Largest Unsecured Creditors
MICROCELL TELECOMM: Files Registration Statement with SEC
MIRANT: Obtains Interim Nod to Hire Risk Capital as Advisors

NEXT INC: Complaint vs. Ex-CEO Triggers Bank Default
NIMBUS GROUP: Further Delays Filing of Q3 Financial Statements
NUWAVE TECHNOLOGIES: Cuts-Off Professional Ties with Eisner LLP
OMT INC: Posts Increasing Losses, Working Capital Deficit for Q3
OWENS: CSFB Demands Recovery of $650M Drawn on 1997 Facility

PASMINCO: ONTZINC Corp. Makes Initial Bid To Acquire Assets
PEABODY: Agrees with RAG Coal to Buy 2 Australian Operations
PERLE SYSTEMS: Passes Special Resolution to Consolidate Shares
PETROLEUM GEO: Updates Report on Financial Statement Matters
PG&E: Classification & Treatment of Claims Under Amended Plan

PHOTON CONTROL: Market Acceptance Critical for Continued Ops.
PILLOWTEX: Has Until December 29 to Make Lease-Related Decisions
PLAINTREE SYSTEMS: May Cease Operations If Unable to Raise Funds
RELIANCE GROUP: Court Clears Committee's Retention of Altman
SIMULA: Updates Estimated Merger Consideration To Shareholders

STOLT-NIELSEN: Lenders Extend Covenant Waivers Until December 15
TIMELINE: Needs Capital Infusion to Ensure Continued Operations
UNITED AIRLINES: Court Permits TPI's Retention as Appraisers
WORLDCOM INC.: Settles America West's Claim Dispute
W.R. GRACE: Court Okays Protiviti as Sarbanes-Oxley Advisors

* Large Companies with Insolvent Balance Sheets

                          *********

AIR CANADA: Director David P. O'Brien Resigns from Board
--------------------------------------------------------
David P. O'Brien, an Air Canada director since 1998 has resigned
from the Board of Air Canada effective immediately. Mr. O'Brien
tendered his resignation as a result of other, additional
responsibilities.

The Board has accepted Mr. O'Brien's resignation with regret and
acknowledged his valuable contribution to the Company over the
years.

"David O'Brien's strong contribution to the Board and its various
committees, especially the Restructuring Committee during the past
several months, has been invaluable to the corporation," said
Robert E. Brown, Chairman of the Board of Air Canada.


AHOLD: Fitch Affirms Low-B Ratings and Assigns Stable Outlook
-------------------------------------------------------------
Fitch Ratings, the international rating agency, assigned
Netherlands-based food retailer Koninklijke Ahold NV a Stable
Rating Outlook while removing it from Rating Watch Negative. At
the same time, the agency has affirmed Ahold's Senior Unsecured
rating at 'BB-' and its Short-term rating at 'B'.

The Stable Outlook reflects the benefits from the shareholder
approval, granted on Wednesday, for a fully underwritten
EUR3billion rights issue. Ahold however continues to face
financial and operational difficulties which have been reflected
in the Q303 results. Ahold announced in early November its
strategy for reducing debt through its EUR3bn rights issue and
EUR2.5bn of asset disposals as well as improving the trading
performance of its core retail and foodservice businesses. Whilst
the approved rights issue addresses immediate liquidity concerns,
operationally, the news is less positive with Ahold's core Dutch
and US retail operations both suffering from increased
competition, mainly from discounters, resulting in operating
profit margin erosion. Ahold's European flagship operation, the
Albert Heijn supermarket chain in the Netherlands, recently
reported both declining sales and profits, as consumers turn to
discount retailers. In reaction to this, Albert Heijn, has amended
its pricing structure which in turn would suggest that it will be
more challenging in the future to match historic operating margin
levels.

The catalyst for the group's current predicament, US Foodservice,
remains loss-making as a result of both the accounting
restatements, as well as the substantial margin pressure due to
suppliers reducing/removing vendor allowances. It is unlikely
despite management assurances that losses will be stemmed in Q403.

Ahold remains exposed to further liquidity constraints as a result
of the potential EUR1.8bn put against it from its partners in the
Scandinavian ICA joint venture. Its is important therefore in the
view of Fitch that Ahold is able to realise material cash proceeds
from its planned EUR2.5bn disposal programme in the coming year,
gain headroom in funding facilities, and attain an investment
grade profile by FYE05, in order to tap the capital markets for
the significant bulk of the bond maturities in that year.

To improve the profitability of its operations the group has
announced its intention to 're-engineer' its retail and food
service operations through joint purchasing, rationalization and
re-organization. Fitch views these tasks as challenging. Fitch
remains concerned as to the future cash generative abilities of
the group's operations especially given Q303 figures.

The group derives some benefit from the new proposed three-year
bank financing. The new facility will benefit from security
release of the share capital held by the banks Stop&Shop as well
as Giant-Landover but only once an investment grade credit rating
for Ahold has been maintained for six months. Currently, dividend
restrictions imposed by secured lenders upon these profitable
borrowing entities will prevent the up-streaming of dividends and
thus continue to place holding company lenders, such as
bondholders, at a distinct disadvantage.

Immediate liquidity issues should be removed following the rights
issue although the ICA EUR1.8bn put exercisable April 2004 will
cause concern. Net debt as at Q303 amounted to EUR11bn. Although
the rights issue is a positive step, concern has been heightened
as to the underlying operating capabilities of the group, which
the new management has now to address.


AIR CANADA: Wants Court Nod for Deutsche Standby Purchase Pact
--------------------------------------------------------------
On October 29, 2003, Air Canada and Deutsche Bank entered into a
standby purchase agreement which contemplates that Air Canada
will offer non-transferable rights to its creditors to subscribe
for equity shares -- which may be voting or non-voting -- in the
Air Canada Enterprise for an amount not to exceed CND450,000,000
in subscription proceeds.  The subscription price for the rights
will be the price paid by the equity plan sponsor.  Pursuant to
the offering, each creditor will be entitled to subscribe for its
pro rata portion of the equity shares based on the value of its
allowed claim versus the total amount of all
allowed claims held by eligible creditors.

Pursuant to the Standby Purchase Agreement, Deutsche Bank will
act as the exclusive standby purchaser for the Rights Offering.  
Air Canada will sell to Deutsche Bank all of the un-subscribed
equity shares at a purchase price equal to the price paid
by the equity plan sponsor plus a premium of up to 15% of the
price.  The Premium will be distributed to the creditors who do
not exercise their rights.

The Applicants agree to pay Deutsche Bank's expenses up to 1.5%
of Deutsche Bank's funded amount -- excluding subscriptions by
third parties under Rights Offering and the Premium.  The
Applicants also agree to pay a CND9,000,000 break-up fee if they
enter into a competing transaction within 12 months.  A competing
transaction includes a rights offering backstopped by a third
Party, including the equity investor, and an equity investment by
a third party, including the equity investor, in lieu of the
Rights Offering.  Deutsche Bank will also be entitled to a
reasonable opportunity to participate in the proposed competing
transaction on the terms of such competing transaction as a
standby purchaser or equity investor, as the case may be.  The
Break Fee is not payable if the equity investment is not approved
by the Court.

The Standby Purchase Agreement contemplates that Deutsche Bank
will have the right to terminate if:

   (a) a material adverse change occurs;

   (b) the equity investment agreement is not completed by
       November 30, 2003;

   (c) a plan of arrangement is not filed by January 31, 2004; or

   (d) a closing of the private equity investment has not
       occurred by April 30, 2004.

The only closing condition precedent is the completion of the
equity investment.

By this motion, the Applicants ask Mr. Justice Farley to approve
the Standby Purchase Agreement.

M. Robert Peterson, Air Canada Executive Vice President and Chief
Financial Officer, tells the CCAA Court that the Standby Purchase
Agreement fits together with Trinity's investment and provides
substantial levels of equity support to Air Canada from one of
the world's largest financial institutions.

Further details and description of the Rights Offering will be
provided in the Plan and the plan disclosure documents that will
be sent to creditors. (Air Canada Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERCO: Files First Amended Joint Reorganization Plan in Nevada
---------------------------------------------------------------
On November 26, 2003, the AMERCO Debtors, with the support of the
Official Committee of Unsecured Creditors, delivered to the Court
their First Amended Plan of Reorganization and Disclosure
Statement to reflect changes made in an effort to resolve the
objections filed by various parties.  Noteworthy revisions and
additions made are:

   (a) Classes of Claims were revised to add two more classes --
       Miscellaneous Secured Claims and Amerco/AREC Guaranty
       Obligations Claims -- and several other Classes were
       broken into two subclasses;

   (b) A Plan Support Agreement between the Debtors and the
       Creditors Committee is incorporated in the Amended Plan.  
       The Agreement provides for the payment in full of the
       Allowed Amerco Unsecured Claims in Class 7 and that the
       Creditors Committee supports the confirmation and
       consummation of the Plan;

   (c) The Carey Transaction is defined as the transaction
       whereby UH Storage (DE) Limited Partnership or other
       affiliate of W.P. Carey & Co., LLC will acquire the real
       property that is subject to the BMO and Citibank synthetic
       leases and the lease of the real property to an affiliate
       of Self-Storage International, Inc.  In connection with
       the transaction, the real property will be managed by
       subsidiaries of U-Haul International, Inc., pursuant to a
       property management agreement.  The proceeds of the Carey
       Sale Transaction are intended to:

       -- repay in full the obligations under the BMO and
          Citibank synthetic leases;

       -- provide a security deposit to the lessor;

       -- pay the transaction expenses;

       -- satisfy the initial lender reserves for property
          taxes, insurance and property maintenance;

       -- pay Amerco an option fee;

       -- pay the first quarter rent; and

       -- provide the lessor with an earn-out deposit pending
          attainment by the real property of particular net
          operating income threshold.

       The Parties had executed a Purchase and Sale Agreement
       providing a $298,000,000 purchase price; and

   (d) The Exit Financing Facility will have a maximum credit
       amount of $550,000,000, consisting of a revolving credit
       facility of up to $200,000,000 plus a $350,000,000
       amortizing term loan facility of New Term Loan A Notes.
       The Exit Facility will be due and payable no later than
       five years from its closing.  Monthly principal payments
       under the Term Loan A Notes will be $291,667 with the
       balance due in full upon maturity.  All amounts
       outstanding under the Exit Facility will be secured by a
       first priority security interest in substantially all of
       the Reorganized Debtors and guarantors' assets, excluding:

       -- the existing promissory notes SAC Holding and its
          subsidiaries issued to the Debtors;

       -- the Reorganized Debtors' real estate subject to any
          currently existing synthetic lease arrangements;

       -- the capital stock of RepWest and Oxford;

       -- real property subject to a lien in Oxford's favor;

       -- real property under contract for sale at the time of
          closing of the Exit Financing Facility;

       -- real property defined as surplus property at the time
          of Exit Financing Facility;

       -- proceeds in excess of $50,000,000 associated with the
          settlement, judgment or recovery related to the PwC
          Litigation; and

       -- vehicles that become and remain subject to a TRAC or
          operating lease transaction.

       The Exit Facility also grants a junior lien in
       substantially all of the assets of the borrowers in favor
       of the parties receiving the New Term Loan B Notes,
       subject to the terms of an Intercreditor Agreement in
       form and substance reasonably satisfactory to Wells Fargo
       Foothill, Inc.

The Debtors intend to take the position that confirmation and
consummation of the Plan should result in the diminution of
reserves against Republic Western Insurance Company's regulatory
capital based on Amerco's creditworthiness.  The Debtors were
informed that at this time, the Arizona Department of Insurance
does not accept the Debtors' position.  The Debtors intend to
have further discussions with the ADOI regarding these matters.

Amerco's First Amended Plan of Reorganization is available for
free at:

     http://bankrupt.com/misc/AmercoFirstAmendedPlan.zip
   
Amerco's First Amended Disclosure Statement is available for free
at:

     http://bankrupt.com/misc/AmercoFirstAmendedDisclosureStatement.zip
(AMERCO Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICAN DAIRY: Boots Out Weinberg & Installs Murrell as Auditor
----------------------------------------------------------------
On November 10, 2003, Weinberg & Company, P.A, the independent
certified public  accountants and auditors of American Dairy, Inc.
for fiscal 2002, were dismissed by the Company from further audit
services to the Company.  The dismissal was approved by the Board
of Directors of the Company.

The report dated March 7, 2003, of Weinberg & Company, P.A. for
the 2002 fiscal year indicated conditions which raised substantial
doubt about the Company's ability to  continue as a going concern.
    
Effective November 10, 2003, Murrell, Hall, McIntosh & Co., PLLP,
located at 2601 N.W. Expressway, Suite 800, Oklahoma City,
Oklahoma 73112 was engaged by the Company to audit the
consolidated financial statements of the Company for its fiscal
year ending December 31, 2003, and the related statements of
income, stockholders' equity, and cash flows for the year then
ending.


AMERICAN STONE: Recurring Losses Raise Going Concern Uncertainty
----------------------------------------------------------------
American Stone Industries Inc. reported in July that Dollar Bank,
the Company's primary source of financing, had requested immediate
payment of the balance due of the Credit Agreement. As of
September 30, 2003, the Bank had not sought to enforce its
request. Subsequent to the end of the 2003 third quarter, the
Company secured new financing in the form of $1.1 million, one-
year term loan. The proceeds were used to pay off the Dollar Bank
line of credit and term debt. The Company has experienced
significant operating losses in 11 of the previous 12 quarters and
has limited financial resources. These matters continue to raise
substantial doubt about the Company's ability to continue as a
going concern. Management is currently evaluating alternatives
including identifying and obtaining additional long term funding
sources, including debt placement from directors, possible sale of
assets, new banking relationships, stock issuance, cost reduction
measures and other alternatives.

Management has cut administrative overhead, employment levels and
other expenses with a goal of reducing expenses by nearly $1
million in 2003. Management has also instituted strict controls on
credit and sales policies and procedures. There can be no
assurances that these measures will enable the Company to become
profitable or achieve positive cash flow in the foreseeable
future.  If Management is unable to obtain additional capital and
replace the new one-year term loan, there is substantial doubt
about the Company's ability to continue as a going concern.

American Stone Industries, Inc. is a holding company that mines
and sells stone predominantly for the building stone market
through its wholly owned subsidiary, American Stone Corporation.
American Stone Corporation owns and operates Cleveland Quarries in
Amherst, Ohio, one of the world's largest sandstone quarries. The
Company's stock is traded on the OTC Bulletin Board under the
symbol AMST.


ANC RENTAL: Brings-In Gazes & Associates as Special Counsel
-----------------------------------------------------------
The ANC Rental Debtors seek the Court's authority, pursuant to
Sections 327 and 328 of the Bankruptcy Code and Rule 2014 of the
Federal Rules of Bankruptcy Procedure, to employ Gazes &
Associates LLP as counsel to represent them in connection with the
commencement and prosecution of various avoidance actions and
claims reconciliation work.

According to Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in
Wilmington, Delaware, the Debtors previously retained Gazes as a
Tier 1 Ordinary Course Professional.  In an exercise of caution,
the Debtors are now seeking the Court's authority to employ Gazes
as their counsel, nunc pro tunc to July 20, 2003.

As special counsel, Gazes will:

   (1) investigate, analyze and commence adversary proceedings in
       the Court on behalf of the ANC Liquidating Trust and
       represent the Liquidating Trust in connection with the
       prosecution of these adversary proceedings; and

   (2) perform all necessary claims reconciliation work,
       including preparing and prosecuting claims objections in
       the Court and represent the Liquidating Trust in
       connection with the claims reconciliation work.

Gazes intends to charge these fees for the Avoidance Action Work:

   (1) With respect to preferential transfers over $100,000 in
       amount, Gazes will prosecute all actions on a contingency
       fee basis, with the Liquidating Trust paying the filing
       fees, and Gazes will be entitled to 33.3% of the gross
       recoveries realized;

   (2) With respect to preferential transfers ranging from $7,501
       to $100,000, Gazes will prosecute all actions on a
       contingency fee basis, fund the filing fees as an expense,
       and will be entitled to receive 50% of the gross
       recoveries received;

   (3) With respect to the preferential transfers ranging from
       $1,500 to $7,500, it will be in Gazes' sole discretion
       whether to:

       (a) commence lawsuit(s) against the parties; or

       (b) simply send letter demands.

       If Gazes commences lawsuits, then it will fund the
       attendant filing fees as an expense, and will be entitled
       to receive 50% of any gross recoveries received.  

       If Gazes sends letter demands, then it will be entitled
       to receive 33.3% of any gross recoveries received.

At the conclusion of all the preference actions, if Gazes'
aggregate fees exceed 45% of the gross recoveries, then whatever
it receives in excess of the 45% threshold will be split 50/50
with the Liquidating Trust.

Gazes intends to charge its standard hourly rates for the Claims
Reconciliation Work.  Gazes' standard hourly rates are:

       Ian J. Gazes                        $450  
       Senior associates                    400
       Junior associates                    250
       Law clerks and para-professionals    125
       Administrative staff                  75  

In addition, to the extent that Gazes is able to reduce the
amount of any filed priority and administrative expense claim,
the Liquidating Trust will pay Gazes 5% of every dollar so
reduced.  Gazes' rates are subject to periodic increases in
January of each year.

Moreover, Gazes will seek reimbursement of its reasonable actual
out-of-pocket expenses incurred.  Gazes agrees to carry its fees
and expenses as a receivable until the time as there are funds
available to the Liquidating Trust to pay the fees and expenses.

It is intended that Gazes will be retained by the Liquidating
Trust to be established pursuant to the Plan.  After the
Liquidating Trust is established, Gazes will not file fee
applications pursuant to Sections 330 and 331 of the Bankruptcy
Code.  The firm will submit invoices to be reimbursed by the
Liquidating Trust.

Ms. Fatell tells the Court that the Debtors selected Gazes as
counsel because of the firm's experience and familiarity with
avoidance action and reconciliation work and its consequent
ability to perform the services needed efficiently for the
benefit of the Debtors and their post-confirmation estates.  

Ian J. Gazes, Esq., a member of Gazes & Associates, assures the
Court that his firm does not hold or represent any interest
adverse to the Debtors' estates and that it has no connection
with the Debtors, their creditors or other parties-in-interest in
these cases. (ANC Rental Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ARGO ENERGY: Expects to Close Advantage Energy Acquisition Soon
---------------------------------------------------------------
Argo Energy Ltd. ("AAE - TSX-VEN") reports its third quarter
financial and operating results.

                    Operations Update

Argo continued to be active on its core Sylvan Lake property
during the third quarter. During the past quarter Argo drilled an
additional 5 (4.8 net) wells and completed and tied in an
additional 4 wells. At the end of the quarter, Argo had a total of
11 wells on production out of 24 wells that had been drilled and
cased this year. Subsequent to the end of the third quarter, Argo
drilled an additional 7 wells and brought an additional 4 wells on
production. Argo currently is installing a second 810 hp
compressor at its compressor site that is anticipated to be
operational before December 15th. Once the compressor is installed
an additional 8 wells will be brought on production. These wells
are expected to be on production before the end of the year. Argo
plans on drilling an additional 2 wells at Sylvan Lake by year end
and will continue to be active on the property in 2004. To date,
Argo has had a drilling success rate of 100%.

Production for the quarter averaged 376 BOE/day consisting of
2,100 mcf/day gas and 33 bbls per day of liquids. Current
production is 750 BOE/day consisting of 4,200 mcf/day and 30
bbls/day of liquids. With the additional compression that is
currently being installed, Argo expects to exit the year at 1150
BOE/day consisting of 6,800 mcf/day of gas and 30 bbls/day of
liquids.

                     Acquisition Update

Subsequent to the end of the quarter, Argo announced the intended
acquisition of Advantage Energy Corporation. This acquisition is
expected to close in early December and will result in Argo
acquiring an additional core property in the Gift / Little Horse
area of Alberta which is currently producing 830 bbls/day of light
sweet oil. The property acquisition is the first transaction
executed under the terms of a Participation Agreement between
Advantage Energy Corp and a large Energy Income Trust.

Argo is a Calgary-based junior resource company engaged in the
exploration, development and production of natural gas and oil in
Alberta.

The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this press release.

At Sept. 30, 2003, the company's balance sheet reports a working
capital deficit of about $5 million.


AUSPEX SYSTEMS: Court Confirms First Amended Liquidating Plan
-------------------------------------------------------------
On November 13, 2003, following a hearing that was duly noticed to
creditors and equity interest holders, the United States
Bankruptcy Court Northern District of California San Jose Division
executed an order entitled "Order Confirming First Amended Plan of
Liquidation" by which the Bankruptcy Court confirmed the First
Amended Plan of  Liquidation for Auspex Systems, Inc.

Pursuant to the terms of the Order, as soon as practicable, the
Company shall mail to creditors and equity interest holders a copy
of the "Notice of (1)Entry of Order Confirming First Amended Plan
of Liquidation; (2)Setting of Effective Date; (3)Setting Record
Date; (4)Post-Confirmation Bar Dates".

Pursuant to the Order, the Effective Date of the Plan shall be
November 28, 2003 and the Record Date shall be the close of
business on November 28, 2003. In accordance with Article IV,
Sections2(a) and (b)of the Plan, on the Record Date the: 1) stock
transfer ledgers of the Company shall be closed, and there shall
be no further changes made or processed in the holders of record
of the Debtor's Equity Interests; 2) the Company's stock transfer
agent or agents shall not accept or process any requests or
instructions for transfers of the Company's equity interests after
the Record Date; and 3) the Company's stock transfer agent or
agents shall not accept or process any requests or instructions
for transfers of the Company's equity interests after the Record
Date.

The Plan further provides that: 1) after the Effective Date, the
Company shall not recognize any transfer of the Company's equity
interests after the Record Date, but shall instead be entitled to
only recognize and deal for all purposes with only those holders
of record stated on the applicable transfer ledger as of the
Record Date; 2) any person or entity that (i)holds a right to
purchase or demand the issuance of any equity security of the
Company, including (a)redemption, conversion, exchange, voting,
participation, and dividend rights; (b)liquidation preferences; or
(c)stock options and warrants and (ii)fails to redeem, convert,
exchange or otherwise fully and completely exercise these rights
by the Record Date or otherwise become the holder of an equity
interest as of the Record Date, shall not be entitled to any
Distribution (as defined in the Plan) on account of such inchoate
rights; 3) one (1)business day after the Effective Date, all of
the Company's equity interests shall be and are hereby cancelled;
and 4) upon cancellation of the Company's equity interests, the
Company, the Post-Petition Debtor (as defined in the Plan) and the
Disbursing Agent (as defined in the Plan), their respective
agents, attorneys and accountant, shall be absolved, prospectively
and retrospectively, of all reporting and filing requirements and
duties otherwise applicable to a corporation whose securities are
publicly traded, including, but not limited to, the Securities and
Exchange Act of 1934 and all other similar state and federal
statutes, regulations, rules, requirements and/or promulgations.
In exchange for such cancellation, all holders of allowed equity
interests as of the Record Date shall receive, as soon as
practicable after the Effective Date, one or more pro rata
distributions of cash, if any, which cash shall be distributed
only to the beneficial owners of the Allowed Equity Interests (as
defined in the Plan) as of the Record Date and only after holders
of claims senior to the Company's Allowed Equity Interests have
been paid in full, plus Post-Petition Interest.  Distribution will
only be made to the record holders of equity interests as of the
Record Date. Distributions to a beneficial owner whose shares are
held in "nominee" or "street" name shall be made to the applicable
broker or account representative. The beneficial owner is
responsible for assuring that its nominee transmits to them any
distributions received from the Company.


AVCORP: September Working Capital Deficit Narrows to C$7.8 Mil.
---------------------------------------------------------------
Avcorp Industries Inc. (AVP:TSX) announced results for the quarter
and nine months ended September 30, 2003.

During the quarter, the Company:

     -- commenced work on a new, five-year, $5,000,000 metal bond
        contract;

     -- continued its financial restructuring, closing a
        sale/leaseback of its property and buildings, reducing
        debt by $16,551,000 and raising $4,500,000 in equity; and

     -- although a loss was incurred due to seasonal revenue
        reductions, the Company continued to implement cost
        reduction initiatives resulting in improved gross margin
        and reduced administrative and general expenses compared
        to last year.

Revenues for the quarter were $13,658,000, no change from the same
quarter in 2002 and a decrease of 6% from the prior quarter. The
decrease in revenues from the previous quarter is attributable
largely to a seasonal decline in deliveries to Bombardier, which
occurs due to Bombardier's annual summer shutdown. Bombardier
Aerospace and the Boeing Commercial Airplane Group remain the
Company's largest customers. As anticipated, revenues from Cessna
Aircraft Company have increased from approximately 10% of revenue
during each of the preceding two quarters to 16% in the current
quarter and are continuing to grow.

Gross profit was 9% of revenue compared to a 14% loss for the same
quarter last year and 22% gross profit in the prior quarter. The
increase in gross profit over the prior year resulted from a
combination of factors including cost reductions realized from
lean manufacturing and supply chain initiatives and controls on
direct manufacturing overhead. The decrease in gross profit from
the prior quarter is attributable to the reduction in revenues
relative to fixed overhead costs.

Administrative and general costs were 11% of revenue compared to
13% for the same quarter in 2002. Current quarter costs were
higher than the previous quarter due to personnel cost increases
and a reduced foreign exchange gain. The Company's foreign
exchange gains for the current and previous quarter are $1,000 and
$174,000 respectively.

Higher interest rates incurred during this year have caused
interest expense to be higher than the same year-to-date period
last year. However, the significant reduction in debt during the
quarter has caused current quarter interest expense to be lower
than the same quarter in 2002 and the prior quarter.

During the quarter, the Company completed a sale and leaseback of
its land and building for a net gain of $712,000, $10,000 of which
was brought into income during the current quarter. This gain is
recorded as a deferred gain and will be amortized to income over
the 15-year lease.

The Company's tax provision comprises large corporation tax net of
tax recoveries.

The net loss for the quarter ended September 30, 2003 was
$1,436,000 compared to a net loss of $5,184,000 in the quarter
ended September 30, 2002 and a net income of $122,000 in the prior
quarter.

At September 30, 2003, Avcorp Industries' balance sheet shows that
its total current liabilities outweighed its total current assets
by about C$7,784,000 compared to C$26 million as of June 30, 2003

                             Outlook

The Company expects revenue and margin growth throughout 2004 as
program specific production rates at Boeing and Cessna increase
and as the Company continues to benefit from its marketing and
cost reduction initiatives. A continued increase in Cessna-derived
revenues strengthens the Company's customer diversification,
thereby, management believes mitigating risks associated with
aircraft production rates.

The Company is considering changing an accounting policy by
discontinuing the practice of utilizing program accounting. This
would have the effect of aligning the Company's policies with many
of the larger aerospace companies in Canada. Also in the fourth
quarter, the Company is anticipating total debt forgiveness of
$4,790,000.

Avcorp Industries Inc. is a Canadian aerospace industry
manufacturer. The company is a single-source supplier for
engineering design, manufacture and assembly of subassemblies and
complex major structures for aircraft manufacturers.


BAY VIEW CAPITAL: Redeeming $63.5 Million of Capital Securities
---------------------------------------------------------------
Bay View Capital Corporation announced that it has elected to
exercise its right to redeem $63,541,800 of its 9.76% Junior
Subordinated Deferrable Interest Debentures due December 21, 2028.  
As a result, Bay View Capital I will use the proceeds received
from such redemption to redeem $63,541,800 of the 9.76% Cumulative
Capital Securities (NYSE: BVS), representing approximately
seventy-four percent of the Capital Securities outstanding.
    
The redemption date for the Capital Securities redeemed will be
December 31, 2003 at a price equal to 100% of the $25.00
liquidation amount per Capital Security, plus accrued and unpaid
distributions on each such Capital Security to the redemption
date.  The redemption price will be paid to holders of record as
of December 30, 2003.
    
"This action furthers our previously announced strategy of a
partial liquidation of the Company," stated Robert B. Goldstein,
Chairman of the Company.  "We have decided to leave a portion of
the Capital Securities outstanding in order to supplement our
liquidity as we continue to seek the best possible prices for our
remaining assets, and in anticipation of paying a year-end
dividend on our common stock of approximately $4.00 per share."
    
The quarterly distribution on the remaining Capital Securities
outstanding will be paid on December 31, 2003.  The total amount
payable per share will be $0.61 per Capital Security.  The record
date for the distribution will be December 30, 2003.
    
Bay View Capital Corporation is a financial services company
headquartered in San Mateo, California and is listed on the NYSE:
BVC.  For more information, visit http://www.bayviewcapital.com.

                       *     *     *

As reported in Troubled Company Reporter's October 10, 2003
edition, Fitch Ratings withdrew its 'B-'long-term and 'B' short-
term debt ratings for Bay View Capital Corp and Bay View Bank, NA.
The ratings have been withdrawn based on what Fitch views to be a
fairly successful liquidation process that is expected to continue
until year-end 2005. A complete listing of all withdrawn ratings
is provided below.

Concurrently, Fitch raises its ratings for Bay View Capital Trust
I to 'BB-' from 'CCC', removes the securities from Rating Watch
Evolving and assigns a Stable Outlook, as Fitch believes BVC now
has sufficient means to meet the financial obligations of these
securities. The securities are callable on December 31, 2003, at
which point Fitch expects BVC to exercise its call option and
fully redeem the roughly $85 mln that remains outstanding.

                    Rating Upgraded and Assigned

          Bay View Capital Trust I

               -- Trust Preferred, to 'BB-' from 'CCC'.
               -- Rating Outlook, 'Stable.'

                         Ratings Withdrawn

          Bay View Capital Corporation and Bay View Bank, NA.

               -- Long-term debt, 'B-';
               -- Subordinate debt, 'CCC';
               -- Individual, 'D.';
               -- Support, '5'.

          Bay View Bank, NA

               -- Long-term deposits, 'B+';
               -- Short-term deposits, 'B';
               -- Short-term debt, 'B';
               -- Support, '5'.


BETACOM: Asset Sale Proceeds Insufficient to Cover All Debts
------------------------------------------------------------
Betacom Corporation Inc. (TSX-VEN:YCA), announced that all of the
assets and undertaking of Betacom have been sold by the Court
Appointed Interim Receiver of Betacom, KPMG Inc., pursuant to an
order of the Ontario Superior Court of Justice dated November 14,
2003. The proceeds of the sale were insufficient to fully
discharge all of the secured debt of Betacom. Betacom has no
remaining assets yet still has substantial debt in place;
therefore, Betacom will most likely make a formal assignment into
bankruptcy to wind-up its affairs.


BOOT TOWN: Asks to Turn to Morris Anderson for Financial Advice
---------------------------------------------------------------
Boot Town, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Texas for authority to employ Morris Anderson &
Associates Ltd. as its Financial Advisor, effective as of the
Petition Date to perform the extensive financial services that
will be necessary during this chapter 11 case.

The Debtors expect Morris Anderson to provide:

     a. assistance to the Debtor in the preparation of financial
        related disclosures required by the Court, including the
        Schedules of Assets and Liabilities, the Statement of
        Financial Affairs and Monthly Operating Reports;

     b. assistance in the preparation of financial information
        for distribution to creditors and others, including, but
        not limited to, cash flow projections and budgets, cash
        receipts and disbursement analysis, analysis of various
        asset and liability accounts, and analysis of proposed
        transactions for which Court approval is sought;

     c. assistance with the identification and implementation of
        short-term cash management procedures;

     d. assistance in the preparation of information and
        analysis necessary for the confirmation of a plan of
        reorganization in this chapter 11 case;

     e. assistance with executory contracts and leases and
        performance thereof with respect to the affirmation or
        rejection of each;

     f. advisory assistance in connection with the development
        and implementation of key employee retention and other
        critical employee benefit programs;

     g. assist Debtor to obtain Debtor-In-Possession ("DIP")
        financing, if necessary, including information and
        analyses required pursuant to the lenders requests
        including, but not limited to, preparation for hearings
        regarding the use of cash collateral and DIP financing;

     h. attendance at meetings and assistance in discussions
        with potential investors, banks and other secured
        lenders, the Official Committee of Unsecured Creditors
        appointed in this chapter 11 case, the U.S. Trustee,
        other parties in interest and professionals hired by the
        same, as requested;

     i. assistance in the evaluation and analysis of avoidance
        actions, including fraudulent conveyances and
        preferential transfers;

     j. render such other general business consulting or such
        other assistance as Debtor's management or counsel may
        deem necessary and are consistent with the role of a
        bankruptcy and restructuring advisor and not duplicative
        of services provided by other professionals in this
        proceeding; and

     k. assist in the evaluation and analysis of any potential
        sale transactions.

Robert J. Starzyk, a Principal with Morris Anderson disclose the
firm's customary hourly rates fr personnel anticipated to be
assigned to this case:

          Robert J. Starzyk           $315 per hour
          David M. Bagley             $240 per hour
          Senior Consultants          $195 - $250 per hour

Headquartered in Farmers Branch, Texas, Boot Town, Inc., is a
retailer of brand name boots and western wear: hats, belts,
buckles, and jeans.  The Company filed for chapter 11 protection
on November 17, 2003 (Bankr. N.D. Tex. Case No.: 03-81845).
Cynthia Cole, Esq., Esq. Neligan Tarpley Andrews & Foley, L.L.P.
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed more
than $10 million in both estimated assets and debts.


CAMBRIDGE HEART: Pins Hopes on Microvolt Product to Maintain Ops
----------------------------------------------------------------
Cambridge Heart, Inc., was incorporated in Delaware on
January 16, 1990 and is engaged in the research, development and
commercialization of products for the non-invasive diagnosis of
cardiac disease. The Company sells its products primarily to
cardiology group practices, hospitals and research institutions.
The Company is subject to risks common to companies in the
biotechnology, medical device and diagnostic industries, including
but not limited to, development by the Company or its competitors
of new technological innovations, dependence on key personnel,
protection of proprietary technology, and compliance with
governmental regulations.

The Company has a working capital line of credit, which provides a
borrowing base of 80% of eligible accounts receivable as defined
in the Loan and Security Agreement, up to a maximum borrowing of
$1,200,000, payable on demand. Under the terms of the Loan and
Security Agreement, up to $300,000 is available as a term loan
amortized over 24 months commencing January 1, 2002 for financing
the purchase of eligible capital equipment, including computer
hardware and manufacturing molds and tooling as defined in the
agreement, through December 31, 2002. The remaining unused portion
of the $1,200,000 facility is available to finance eligible
customer receivable balances as defined in the agreement. Interest
is payable in arrears at the bank's prime rate plus 2%. The entire
outstanding balance is collateralized by all of the Company's
tangible assets, excluding intellectual property. In connection
with the working capital line, the Company issued a warrant to the
bank for the purchase of up to 21,053 shares of the Company's
common stock. The warrant expires on September 26, 2007 and had an
exercise price of $2.28 per share. Pursuant to the terms of the
warrant, the Company adjusted the number of shares for which the
warrant is exercisable to 37,110 shares and the exercise price to
$1.2935 per share.

Under the Loan and Security Agreement, the Company is obligated to
comply with certain representations, warranties and covenants,
including financial condition covenants and covenants requiring
the Company to maintain a minimum tangible net worth, as defined
in the agreement. Due to receiving a going concern opinion issued
in connection with the Company's audited financial statements for
the period ended December 31, 2002, the Company was prohibited
from borrowing any additional funds effective April 1, 2003.
Payment terms and conditions on the existing outstanding balance
remained the same.

On April 4, 2003, the Company received notice from Silicon Valley
Bank that the Company was in default under the Loan and Security
Agreement as a result of a "material adverse change in its
business, operations or condition." This notification was provided
to the Company by the bank as a result of the report of the
Company's independent accountants on the completion of their audit
of the Company's financial statements for the year ended December
31, 2002, in which they expressed substantial doubt about the
Company's ability to continue as a going concern.

Silicon Valley Bank advised the Company that this notification of
an event of default would not result in the termination of the
Loan and Security Agreement. On May 8, 2003, the Company entered
into a Loan Modification Agreement with Silicon Valley Bank that
amended selected financial covenants in the original Loan and
Security Agreement and included a waiver of the April 4, 2003
event of default, which was conditioned on the completion of
financing. As a result of this waiver, the Company was able to
continue its normal utilization of the $1.2 million credit
facility.

On September 25, 2003, the Company entered into an amendment to
the Loan and Security Agreement to extend the expiration date from
September 25, 2003 to November 9, 2003. The amount outstanding on
the line of credit at September 30, 2003 was $88,704. The Company
incurred interest expense of $2,601 and $11,473 for the three and
nine month periods ended September 30, 2003, respectively.

On October 22, 2003, the Company notified Silicon Valley Bank of
its intent not to renew the Loan and Security Agreement or to
negotiate a new agreement. On October 30, 2003, the Company paid
the full amount due under the Loan and Security Agreement.

As of September 30, 2003, Cambridge Heart had cash, cash
equivalents and marketable securities of $3,924,626. During the
nine-month period ended September 30, 2003, its cash, cash
equivalents and marketable securities increased by $831,214, or
27%. This net increase primarily reflects net proceeds from the
sale of preferred stock and the exercise of warrants to purchase
preferred stock of $4,236,727, repayment of $713,600 of debt, and
by the use of cash in support of normal operations of $2,686,624.

The Company anticipates that its existing cash resources will be
sufficient to satisfy its cash requirements for at least the next
twelve months. Cambridge Heart could receive an additional
$520,000 per month beginning November 2003 through January 2004,
$2.1 million in total, from the exercise of all of the remaining
short-term warrants held by investors which would provide
sufficient additional cash resources to fund the Company for the
foreseeable future. The holders of all of the warrants described
above are not obligated to exercise all or any portion of the
remaining warrants, and there can be no assurance that the Company
will receive any additional funds from the exercise of any of
these warrants.

The Company has a history of net losses and expects to continue to
incur net losses and may not achieve or maintain profitability.

Cambridge Heart depends on its Microvolt T-Wave Alternans
technology for a significant portion of its revenues and if it
does not achieve broad market acceptance, its growth will be
limited. Management believes that future success will depend, in
large part, upon the successful commercialization and market
acceptance of the Microvolt T-Wave Alternans technology. Market
acceptance will depend upon the ability to demonstrate the
diagnostic advantages and cost-effectiveness of this technology.
The failure of its Microvolt T-Wave Alternans technology to
achieve broad market acceptance, the failure of the market for
Company products to grow or to grow at the rate anticipated, or a
decline in the price of its products would reduce revenues and
limit the Company's growth. This could have a material adverse
effect on its results of operations and the market price of its
common stock. Management can give no assurance that Cambridge
Heart will be able to successfully commercialize or achieve market
acceptance of its Microvolt T-Wave Alternans technology or that
its competitors will not develop competing technologies that are
superior to Cambrige Heart technology.


CARMIKE CINEMAS: Offering Up to 4.5 Million Common Shares
---------------------------------------------------------
Carmike Cinemas Inc., is offering 3,000,000 shares to be sold in
an offering. The selling stockholders identified in the Company's
prospectus are offering an additional 1,500,000 shares. Carmike
will not receive any of the proceeds from the sale of the shares
being sold by the selling stockholders.

The common stock is quoted on the Nasdaq National Market under the
symbol "CKEC". The last reported sale price of the common stock on
November 12, 2003, was $35.50 per share.

To the extent that the underwriters sell more than 4,500,000
shares of common stock, the underwriters have the option to
purchase up to an additional 675,000 shares from certain selling
stockholders at the initial public offering price less the
underwriting discount.

The company's September 30, 2003, balance sheet discloses a
working capital deficit of about $36.5 million.  


CHC INDUSTRIES: Zinober & McCrea Serves as Special Labor Counsel
----------------------------------------------------------------
CHC Industries, Inc., formerly known as Cleaners Hanger Company
seeks to employ Zinober & McCrea, PA as Special Labor Counsel.  
The Debtor tells the U.S. Bankruptcy Court for the Middle District
of Florida that it needs Zinober & McCrea to represent it as labor
counsel because of the Firm's experience in labor law.  The Debtor
believes that Zinober & McCrea's services are necessary to provide
it with advice regarding these matters.

The Debtor submits that Zinober & McCrea's proposed retention
meets the four prerequisites for retention of special counsel
under Section 327(e) of the Bankruptcy Code:

     a) the retention is for a special purpose;

     b) the proposed retention does not involve the conduct of
        the case;

     c) the proposed retention is in the best interest of the
        estate; and

     c) Zinober & McCrea does not have material interest adverse
        to the Debtor regarding the specific matters for the
        proposed retention.

Richard C. McCrea, Jr., reports that the firm will bill the
Debtors in its current standard hourly rates which range from $105
to $310 per hour.

Headquartered in Palm Harbor, Florida and formerly known as
Cleaners Hanger Company, CHC Industries, Inc., manufactures and
distributes steel wire coat hangers.  The Company filed for
chapter 11 protection on October 6, 2003 (Bankr. M.D. Fla. Case
No. 03-20775).  Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, PA represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $25,000,000 in total assets and $20,000,000
in total debts.


COMAC FOOD: September 28 Working Capital Deficit Tops $325K
-----------------------------------------------------------
The Company posted systemwide sales of $58,590,300 for the 26
weeks ended September 28, 2003, an increase of $215,000 over the
second quarter of the previous year.

The most significant change in the cost of sales resulted from the
increased corporate store activity. Comac purchased eight
additional Domino's corporate stores in Edmonton on September 22,
2003 to bring the total number of stores to 16. Corporate store
revenue increased to $1,568,000 with cost of sales totaling
$1,706,000. With the divestiture of our corporate stores to the
51/49 scenarios, we expect sales to increase and the corporate
stores to be profitable.

Royalty penalty for the past 6 months equalled $446,000 based on a
56 store deficiency. Management expects to reduce this number to
43 by the end of this fiscal year ended March 31, 2004 and will
reach the targeted projection of nineteen stores (for the calendar
year) by mid-December 2003.

Our requirement of having twenty corporate stores by
February 1, 2004 is on track with our current construction of
store number eighteen to be completed mid-January. Management is
confident we will exceed the corporate store requirement of twenty
by February 1, 2004.

Additional expenses of $214,000 were incurred for lease
settlements that have all been completed and $320,000 in
severances.

At Sept. 28, 2003, the company's current debts exceeded its
current assets by $325,000.

Comac is an organization focused on the food service industry.
More than 230 franchise and corporate locations currently operate
across Canada under the Domino's Pizza brand. Comac's common
shares trade on the TSX Venture Exchange, trading symbol CFX.B.


CONE MILLS: Court Okays McGladry's Retention as Auditors
--------------------------------------------------------
Cone Mills Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to employ the services of McGladry, Inc., as Auditors
and Accountants, nunc pro tunc to the Petition Date.

The Debtors seek to retain McGladrey as their auditors and
accountants because of its extensive experience and knowledge of
the Debtors' finances prior to the Petition Date.  McGladrey had
been retained to provide auditing, accounting and other services
to the Debtors and their affiliates, and has become knowledgeable
with respect to the Debtors' business operations, books and
records and other aspects of the Debtors affairs which are likely
to have significance during these cases.

McGladrey will continue to

     a) serve as the independent accountants and auditors with
        respect to the Debtors' annual consolidated financial
        statements;

     b) serve as independent accountants and auditors with
        respect to the Debtors' defined benefit, pension and
        contribution plans; and

     c) provide such other professional services as may be
        requested from time to time by the Debtors and agreed to
        by McGladrey.

Compensation will be payable to McGladrey on an hourly basis.
McGladrey's standard hourly rates are:

          Partner                $425 - $650 per hour
          Director               $200 - $250 per hour
          Managers               $180 - $200 per hour
          Supervisors            $140 - $160 per hour
          Professional Staff     $125 - $140 per hour

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

     Robert Doluer          Partner             $525 per hour
     Mitch Morlan           Partner             $425 per hour
     Joyce Everett          Partner             $425 per hour
     Mark Snyder            Partner             $425 per hour
     Brent Steele           Director            $225 per hour
     Michael Schertzinger   Supervisor          $140 per hour
     Kyle Korum             Professional Staff  $125 per hour

Headquartered in Greensboro, North Carolina, Cone Mills
Corporation is one of the leading denim manufacturers in North
America. The Debtor also produces fabrics and operates a
commission finishing business. The Company, with its debtor-
affiliates filed for chapter 11 protection on September 24, 2003
(Bankr. Del. Case No. 03-12944).  Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $318,262,000 in total assets and
$224,809,000 in total debts.


CONSUMER GUARANTY: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Consumer Guaranty Corporation of Alabama, Inc.
        550 West C Street Ste. 1000
        San Diego, California 92130

Bankruptcy Case No.: 03-16818

Type of Business: Mortgage Lender

Chapter 11 Petition Date: November 19, 2003

Court: Southern District of Alabama

Judge: Margaret A. Mahoney

Debtor's Counsel: W. Alexander Gray, Jr., Esq.
                  4317-A Midmost Drive
                  Mobile, AL 36609-5589
                  Tel: 251-343-0800

Total Assets: $1,700,000

Total Debts: $1,485,557

Debtor's 6 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Baldwin County              assessment                 $25,500

Price, Kong & Co.           professional fees           $6,171

Baldwin County              property taxes 2003         $3,108

Baldwin County              property taxes 2003           $637

CT Corporation              trade debt                    $280

Baldwin County              trade debt                     $25


CROWN FIN'L: Plans to Appeal Nasdaq's Delisting Determination
-------------------------------------------------------------
Crown Financial Group, Inc., formerly M.H. Meyerson & Co., Inc.,
(Nasdaq: CFGIE) announced that it has received notice from The
Nasdaq Stock Market that the Company's stock will be de-listed
from the Nasdaq Small Cap Market effective as of the opening of
the market on December 1, 2003.

Nasdaq's action came as a result of the Company's previously
announced discovery of financial misstatements by the Company's
former finance department and the Company's notice to the
marketplace not to rely on the Company's previously disclosed
financial statements until the conclusion of its internal review
conducted under the oversight of the Company's Audit Committee.  
The overstatement was discovered in the process of the new finance
department's close of the Company's books for the month of
September 2003. This close was the first close implemented by the
Company's new finance and accounting staff.
    
In a statement, John Leighton, Chairman and Chief Executive
Officer of the Company said: "We are confident in our business and
while disappointed that Nasdaq is taking such delisting action at
this time due to our discovery of financial misstatements by the
Company's former finance department, we have committed significant
resources to this task and we are making progress.  We share the
desire of our investors, customers and employees to put this
matter to rest quickly.  We also are determined to ensure that the
Company's financial information is completely accurate.  We are
committed to providing the correct information to the marketplace
as soon as possible, so that our entire organization can focus
fully on its daily operations and on the job of building
shareholder value."
    
The company intends to appeal the decision to the Nasdaq Listing
and Hearing Review Council.  However the appeal will not stay
delisting and there is no assurance that the Listing Council will
reverse the delisting determination.
    
Following delisting, the Company's common stock may become quoted
in the Pink Sheets upon application by a market maker.  The
Company's common stock will not be eligible to trade on the OTC
Bulleting Board until the Company becomes current in all of its
periodic filings in compliance with the reporting requirements
pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended.
    
As previously announced, the review of the financial statements is
ongoing and is being conduct under the oversight of the Audit
Committee in conjunction with the Company's independent auditors,
Ernst & Young LLP, is ongoing.  The Company is attempting to
conclude this review and issue restatements for the affected
periods promptly and is endeavoring to conclude the review within
the next month.

                       About the Company
    
Crown Financial Group, Inc. is an international financial services
firm, with five separate divisions: Wholesale Market Making,
including Foreign Trading Desk, Correspondent Services, Fixed
Income Services, Institutional Sales, and Investment Banking.
Crown meets the liquidity needs of brokers, dealers, institutions,
and asset managers by making markets in over 8,400 Nasdaq and non-
Nasdaq OTC securities. Crown has particular expertise trading
Nasdaq SmallCap, OTC Bulletin Board, and Pink Sheet securities.


ELBIT VISION: Gets Green Light to Trade Shares on the OTC BB
------------------------------------------------------------
Elbit Vision Systems Ltd. (Nasdaq: EVSNF) announced that its
shares will be listed on the OTC Bulletin Board from the opening
of business on November 28, 2003 under the symbol EVSNF.OB. The
Company also intends to appeal the decision to delist the
Company's shares from the Nasdaq SmallCap market.

Counsel to Nasdaq's Listing Qualifications Hearings department,
informed the Company that, "the Panel determined that the
Company's plan of arrangement, which was consummated on November
18, 2003, was distinguishable from a bankruptcy proceeding as
contemplated by Nasdaq rules. Accordingly, the determination to
classify the Company's securities as 'not immediately eligible'
for quotation on the OTC Bulletin Board upon the Company's
delisting was in error."

Zami Aberman, CEO of the Company said, "We are pleased that the
Nasdaq Listing Qualifications Department reversed its prior
determination that our securities were not eligible for immediate
listing on the OTC Bulletin Board, following our delisting from
the SmallCap Market, as reported last week."

"The Listing Qualifications Department had previously determined
that we filed for bankruptcy and were therefore not immediately
eligible for listing on the OTC Bulletin Board. This
misunderstanding stemmed from a blatantly misleading press release
issued by Mr. Hillel Avni on October 9, 2003. Mr. Avni is an EVS
shareholder and former founder of EVS, who is currently being sued
by the Company for, among other things, the unlawful use of EVS'
technology. We are delighted that the Qualifications Panel
accepted that the Company has never filed for bankruptcy and has
not been involved in bankruptcy proceedings and we intend to hold
Mr. Avni responsible for his actions," said Mr. Aberman.

                          About the Company

Elbit Vision Systems Limited designs, develops, manufactures,
markets and supports automatic optical inspection and quality
monitoring systems for the textile and the non-woven industries.
The Company's systems, marketed under the brand I-TEXT and
PRINTEXT, are designed to increase the accuracy, consistency and
speed of detecting and identifying defects in the manufacturing
process in order to improve product quality and increase
production efficiency.


ENRON CORP: Proposes East Coast Asset Sale Auction Procedures
-------------------------------------------------------------
With respect to their contemplated sale of the East Coast Power
LLC Assets to Arctas-Paragon Investments LLC, the Enron
Corporation Debtors wish to subject the offer to a higher and
better bid to get the maximum value from the Assets.  Accordingly,
the Debtors ask the Court to:

   (a) schedule an auction on December 16, 2003, at which ENA
       will solicit bids for the Assets;

   (b) approve uniform Bidding Procedures;

   (c) schedule December 18, 2003 at 10:00 a.m. as the date and
       time for the Sale Hearing to approve the sale of the
       Assets to Arctas or the Winning Bidder at the auction;

   (d) approve the payment of the Termination Fee to Arctas; and

   (e) approve the form and manner of notice of the Sale Motion.

                       Bidding Procedures

In conducting the auction, the Debtors propose to follow these
procedures:

A. Auction Date and Time

   The Auction will be held on December 16, 2003, commencing at
   10:00 a.m. (New York Time) at the offices of Weil, Gotshal &
   Manges, 767 Fifth Avenue, New York, New York 10153.

B. Qualification as Bidder

   Any entity that wishes to make a bid for the Assets must
   provide ENA with sufficient and adequate information to
   demonstrate, to the satisfaction of ENA, upon consultation
   with the Creditors' Committee, that it has the financial
   wherewithal and ability to consummate the sale, including
   evidence of adequate financing, and including a financial
   guaranty or irrevocable letter of credit, if deemed
   appropriate.

C. Bid Requirements

   (1) ENA, upon consultation with the Creditors' Committee,
       will entertain bids that are on substantially the same
       terms and conditions as those terms set forth in the
       Purchase Agreement and exhibits thereto;

   (2) Bids must be accompanied by a cash deposit at least equal
       to 10% of the Competing Bid;

   (3) Prior to the Bid Deadline, the Earnest Money Deposit is
       to be wire transferred to:

          JP Morgan Chase Bank
          500 Stanton Christiana Road
          Newark, DE 19713

          ABA# 021000021
          For Credit To: Weil, Gotshal & Manges LLP
          Special Account
          Acct# 0158-37-474
          Reference: 43889.0003 M. Sosland

   (4) Upon the closing of the sale of the Assets, the Earnest
       Money Deposit will be applied to the purchase price, in
       accordance with the terms of the Purchase Agreement, if
       ENA, in consultation with the Creditors' Committee,
       accepts the Competing Bid as the highest or best offer at
       the conclusion of the Auction and the sale of the Assets
       to that entity is approved by the Court;

   (5) If one or more bidders, other than Arctas, are not the
       Winning Bidder, their Earnest Money Deposits will be
       returned to them as soon as reasonably practicable;

   (6) Competing Bids must be (a) in writing, (b) signed by an
       individual authorized to bind the prospective purchaser,
       and (c) received no later than 4:00 p.m. (New York Time)
       on December 11, 2003 by:

       (a) Enron
           1400 Smith Street, Houston, Texas 77002
           Attention: Maria E. Grannen,
           maria.e.grannen@enron.com
           Facsimile: 713-646-3253

       (b) Weil, Gotshal & Manges LLP
           200 Crescent Court, Suite 300, Dallas, Texas 75201
           Attention: Martin A. Sosland, Esq.
           martin.sosland@weil.com
           Facsimile: 214-746-7777

       (c) Squire, Sanders & Dempsey LLP
           312 Walnut Street, Suite 3500, Cincinnati, Ohio 45202
           Attention: Stephen D. Lerner, Esq.
           slerner@ssd.com
           Facsimile: 513-361-1201

   (7) Any Competing Bid must be presented under a contract
       substantially similar to the Purchase Agreement, marked
       to show any modifications made to the Purchase Agreement,
       including the amount of consideration, name of purchaser,
       and other conforming changes that must be made to reflect
       the purchaser and its bid, and the bid must not be
       subject to due diligence review, board approval,
       obtaining financing, or the receipt of any non-
       governmental consents;

   (8) The initial overbid must be at least $1,000,000 greater
       than the $25,700,000 Purchase Price in the Purchase
       Agreement;

   (9) Parties not submitting Competing Bids by the Bid Deadline
       are not permitted to participate at the Auction; and

  (10) All bids for the purchase of the Assets will be subject
       to Bankruptcy Court approval.

D. Due Diligence and Questions Prior to Submitting Bids

   To conduct due diligence regarding the Assets, documents
   relating to the Assets will be available for viewing at 1400
   Smith Street, Houston, Texas, or via electronic format.
   Potential bidders may contact Maria E. Grannen at 713-345-
   4395 to schedule a time to review the contents of the due
   diligence room or to receive a copy of relevant documents via
   electronic format.  The due diligence room will be available
   from November 14, 2003 to December 5, 2003.  To access the
   documents, if not previously executed, parties must sign the
   Confidentiality Agreement with ENA.

E. Auction

   (1) ENA will, after the Bid Deadline and prior to the
       auction, upon consultation with the Creditors' Committee:

       (a) evaluate all Competing Bids received;

       (b) invite those Qualified Bidders that submitted
           conforming Competing Bids to participate in the
           Auction; and

       (c) determine which Competing Bid reflects the highest or
           best offer for the Assets.

       ENA will inform each bidder of the determination during
       the Auction;

   (2) ENA, in consultation with the Creditors' Committee, may
       reject any Competing Bid not in conformity with the
       requirements of the Bankruptcy Code, the Bankruptcy
       Rules, the Local Rules of the Court, this Procedures Order
       or that is contrary to the best interests of ENA, its
       estate or creditors;

   (3) The Auction may be adjourned as ENA, upon consultation
       with the Creditors' Committee, deems appropriate.
       Reasonable notice of the adjournment and the time and
       place for the resumption of the Auction will be given to
       Arctas, all entities submitting Competing Bids, and the
       Creditors' Committee;

   (4) Subsequent bids at the Auction, including those of
       Arctas, must be in increments of at least $250,000 higher
       than the highest prior bid; and

   (5) All Competing Bids are subject to other terms and
       conditions as are announced by ENA, in consultation with
       the Creditors' Committee.  These Bidding Procedures may
       be modified by ENA, in consultation with the Creditors'
       Committee, as may be determined to be in the best
       interests of its estate or creditors.

F. Irrevocability of Certain Bids

   The winning bid will remain open and irrevocable in
   accordance with the terms of the purchase agreement executed
   by the Winning Bidder.  The bid of the next highest or best
   bid will remain open and irrevocable until the earlier to
   occur of:

   (a) the consummation of a sale of the Assets; and

   (b) 90 days after the entry of the Sale Order;

   provided, however, if Arctas is either the Winning Bidder
   or the Back-up Bidder, then the highest or best bid of Buyer
   will remain irrevocable in accordance with the terms of the
   Purchase Agreement.  If Arctas is neither the Winning Bidder
   nor the Back-up Bidder, then the highest or best bid
   submitted by Arctas will, in addition to the bids of the
   Winning Bidder and the Back-up Bidder, remain irrevocable in
   accordance with the terms of the Purchase Agreement.

G. Retention of Earnest Money Deposits

   The Earnest Money Deposit of the Winning Bidder will be
   retained by ENA in accordance with the terms of the
   purchase agreement executed by the Winning Bidder.  The
   Earnest Money Deposit of the Back-up Bidder will be held
   until the earlier to occur of (i) consummation of a sale of
   the Assets and (ii) 90 days after the entry of the Sale
   Order; provided, however, if Arctas is the Back-up Bidder,
   then its Deposit will be retained by ENA in accordance with
   the terms of the Arctas Purchase Agreement.  If Arctas is
   neither the Winning Bidder nor the Back-up Bidder, then, in
   addition to the retention of the Earnest Money Deposits of
   the Winning Bidder and the Back-up Bidder, Arctas' Deposit
   will be retained by ENA in accordance with the terms of the
   Purchase Agreement and the Escrow Agreement.

H. Failure to Close

   In the event a bidder is the Winning Bidder and it fails
   to consummate the proposed transaction by the closing date
   contemplated in the purchase agreement agreed to by the
   parties for any reason, ENA will:

   (1) retain the Earnest Money Deposit, to the extent provided
       in the purchase agreement executed by the winning bidder;

   (2) maintain the right to pursue all available remedies,
       whether legal or equitable, available to it subject to
       the terms of the purchase agreement executed by the
       winning bidder; and

   (3) upon consultation with the Creditors' Committee, be free
       to consummate the proposed transaction with the next
       highest or best bidder at the highest price bid without
       the need for an additional hearing or Court order.

I. Non-Conforming Bids

   Notwithstanding anything to the contrary, ENA, in
   consultation with the Creditors' Committee, will have the
   right to entertain nonconforming bids for the Assets.

J. Modifications

   In its business judgment and sole and absolute discretion,
   upon consultation with the Creditors' Committee, ENA may
   reject any bid at any time before entry of an order by the
   Bankruptcy Court approving the bid, including, but not
   limited to those that are:

   (a) not in conformity with the requirements of the Bankruptcy
       Code, the Bankruptcy Rules or the Local Bankruptcy Rules
       of the Court;

   (b) contrary to the best interests of ENA, its estate and
       creditors, and parties-in-interest; or

   (c) otherwise inadequate or insufficient.

K. Non-Solicitation of Third Parties

   Arctas, any bidder, or any of its respective directors,
   officers, employees, accountants or other agents or
   representatives will not directly, or indirectly, solicit a
   bid from a third party to purchase the Assets or engage in or
   continue any discussion or negotiations with any party that
   has made or who may bid for the Assets.

L. Expenses

   Any bidders presenting bids will bear their own expenses in
   connection with the sale of the Assets, whether or not the
   sale is ultimately approved.

In the event that the Arctas Purchase Agreement is terminated
pursuant to Section 11.1(a)(ii)(D) or Section 11.1 (a)(iii)(D)
thereof and an Alternative Transaction closes, ENA agreed to pay
to Arctas, as a priority administrative claim, within two
business Days after the closing of the Alternative Transaction,
an amount equal to the greater of (i) $750,000, and (ii) 3% of
the price at which the Assets are sold pursuant to an Alternative
Transaction -- the Termination Fee-- provided, however, in no
event will the Termination Fee exceed $990,000.

Martin S. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, contends that the proposed Bidding Procedures provide a
fair and reasonable means of ensuring that the Assets are sold
for the highest or best offer attainable.  Moreover, the
procedures provide flexibility so as to enable a party interested
in submitting an offer to modify the terms of the Agreement and
submit a greater purchase price as a result.  Furthermore, the
time frame allows ENA to consider and evaluate any offer so as to
ensure that the offer satisfies the requirements for Auction
participation.  ENA believes the Termination Fee is fair and
reasonable and will initiate an overbid process at a floor that
is desirable for ENA's estate, will foster competitive bidding
for the Assets and will confer benefit to ENA, its estate and
creditors at least equal to the amount of the Termination Fee.

                             Notice

Under Bankruptcy Rules 2002(a) and (c), ENA is required to notify
its creditors and parties-in-interest of the proposed sale of the
Assets, including a disclosure of the time and place of the
Auction, the terms and conditions of the sale and the deadline
for filing objections.

Mr. Sosland asserts that the Court should find it that adequate
notice is provided if the Sale Notice is provided to these
parties in accordance with the Court's Second Amended Case
Management Order:

   (i) the Creditors' Committee counsel,
  (ii) the U.S. Trustee,
(iii) the DIP lenders' counsel,
  (iv) the Employee Committee counsel,
   (v) counsel for any appointed statutory committee,
  (vi) any person or counsel appointed pursuant to Section 1104
       of the Judiciary Code,
(vii) all entities who requested service of papers,
(viii) all relevant taxing authorities,
  (ix) all known persons holding a claim or lien on the Assets,
   (x) all parties who submitted prior bids for the Assets, and
  (xi) any party who expressed an interest in the Assets.

In addition, the Debtors propose December 18, 2003 to be the Sale
Hearing, with objection to the sale of the Assets due by December
15, 2003.  Mr. Sosland states that the proposed dates would
permit the Court time to consider the evidence introduced and
legal arguments presented at the Sale Hearing, as well as
facilitate ENA's desire to quickly sell the Assets to prevent
loss in value. (Enron Bankruptcy News, Issue No. 88; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


EXIDE TECH: Wants to Walk Away from Heller Equipment Lease
----------------------------------------------------------
On May 19, 2000, Exide Technologies and its debtor-affiliates
entered into an agreement with Heller Financial Leasing, Inc.,
pursuant to which Heller committed to purchase up to $4,000,000 of
computer, office and forklift equipment along with all additions,
replacements, substitutions, modifications, attachments and
proceeds.  The Debtors extended the Agreement for a lease facility
to purchase an additional $1,900,000 worth of similar equipment.  
The Debtors leased the equipment for use in various facilities.

After evaluating the Heller Lease, the Debtors determined that,
as part of their restructuring, the Lease is no longer required
for any purposes.  The Debtors, therefore, seek the Court's
authority to reject the Heller Lease.

The Debtors note that a substantial amount of the equipment
covered by the Lease is obsolete and a majority of the equipment
still in use requires ongoing maintenance to keep operating.  
Moreover, the Debtors paid and continue to pay amounts that
exceed the value of the equipment.  By rejecting the Lease, the
Debtors anticipate saving as much as $105,000 per month in lease
expenses for the duration of the Lease term, which varies
depending on various equipment schedules. (Exide Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000)

  
GENUITY: Obtains Court Nod to File Verizon Agreements Under Seal
----------------------------------------------------------------
In connection with the Genuity Inc. Debtors' Objections filed
against Verizon Communications Inc.'s Claims, the Debtors sought
and obtained the Court's permission to file these documents under
seal:

A. The MOU -- the Memorandum of Understanding dated January 3,
   2002 between Genuity Solutions Inc. and certain Verizon
   entities;

B. The VOL Agreement -- the Master Agreement for Wholesale ISP
   DSL Services Terms and Conditions dated August 4, 2000 between
   Genuity Solutions Inc. and GTE Net LLC without amendments; and

C. The VADI Agreement -- the InfoSpeed DSL Solutions Term and
   Volume Discount Program Purchase Agreement dated as of April
   1, 2001 between Genuity Solutions Inc. and Verizon Advanced
   Data Inc. and affiliate, without accompanying tariffs.

Judge Beatty orders that these documents will remain under seal
and confidential until the Closing of the Chapter 11 cases, and
made available only to:

   -- the Court,
   -- the United States Trustee,
   -- the Creditors' Committee,
   -- Verizon, and
   -- any other party-in-interest willing to agree in writing:

      (a) to maintain the confidentiality of the documents and
          information;

      (b) to not use them for any purpose other than litigation
          in the Chapter 11 Cases; and

      (c) to any reasonable screening procedures to prevent use
          by competitors.

In the event that the resolution of the Debtors' Objections
requires the submission of any related amendments, exhibits,
correspondence or other materials similarly subject to
confidential treatment, the Court declares that these materials
may similarly be filed and held under seal pending the Closing of
the Chapter 11 cases.

Mark P. Szpak, Esq., at Ropes & Gray LLP, in Boston,
Massachusetts, relates that although most of the relevant
portions of the MOU, the VOL Agreement, and the VADI Agreement
pose no real confidentiality concerns, each agreement contains
certain general nondisclosure provisions and the agreements
provide pricing and other terms that Verizon or others may
consider confidential.  Specifically:

   (a) Section 4b of the MOU require that neither party disclose
       the agreement except as required by law.  While the
       Debtors do not believe that the MOU contains confidential
       information, the Debtors wish to file the MOU under seal
       so as not to be in breach of Section 4b; and

   (b) Section 18 and Addendum E of the VOL Agreement and
       Section 5(K) of the VADI Agreement provide for the
       maintenance of confidentiality as to referenced matters.  
       The Debtors wish to file the VOL and the VADI Agreements
       under seal so as to avoid any prejudice to any party
       currently claiming rights under both Agreements. (Genuity
       Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


GREENCHIP: Disposes of Loss-Making Programmable Life Unit
---------------------------------------------------------
The Directors of Greenchip announce that the Company has now
disposed of its entire interest in Programmable Life Inc., its
loss-making U.S. subsidiary.  This loss-making business has been
sold to Highlander Acquisitions LLC as a going concern for a
nominal consideration and the acquirer has assumed all liabilities
of PLI.  Furthermore, the contract of sale contains mutual 'hold
harmless' provisions, which ensure that Greenchip has no
continuing obligations of any kind to Programmable Life Inc.

The effect of this transaction is that Greenchip is now a non-
trading shell with a minimal net asset base and de minimis
operating costs. The Directors are continuing to seek a suitable
business which they hope will deliver some future value to
shareholders by means of a reverse takeover transaction.  Whilst
there can be no certainty of finding a suitable opportunity in a
defined time frame, shareholders will be informed as soon as such
an opportunity has been identified.


GOLDRAY: Reports Third Quarter Deteriorating Financial Results
--------------------------------------------------------------
During the quarter Goldray Inc. experienced eroded sales and
eroding sales prospects caused partially by its deteriorated
financial position. On September 22nd the company filed a Notice
of Intention to Make a Proposal under the Bankruptcy and
Insolvency Act of Canada. Goldray's subsequent Proposal to its
creditors resulted in the sale of its key operating assets, which
took effect on October 31.

The losses resulting from the October 31 sale of the Company's key
operating assets have been included in the third quarter results.
The impact on earnings of these asset write-downs is $2.3 million
dollars. Excluding the impact of the asset write-down Goldray had
a loss of $90 thousand for the quarter.


HUGHES ELECTRONICS: Pegasus' Move to Intervene in Lawsuit Denied
----------------------------------------------------------------
On November 13, 2003, the U.S. District Court for the Central
District of California denied the motion of Pegasus Satellite
Television, Inc. and Golden Sky Systems, Inc. to intervene in the
lawsuits of National Rural Telecommunications Cooperative against
Hughes Electronics Corporation's wholly owned subsidiary DIRECTV,
Inc. and Hughes Communications Galaxy, Inc., Case Nos. 99-5666 and
99-8672. Pegasus had filed this motion for the purpose of
objecting to the settlement of the NRTC Actions. As previously
announced, NRTC and DIRECTV have entered into a settlement of the
NRTC Actions which will not become final until the Court conducts
a fairness hearing and approves the settlement of the class action
filed by certain members of the NRTC. The Court has tentatively
approved the settlement and set a hearing date of January 5, 2004,
for final approval of the settlement of the Class Action which, in
turn, would result in settlement of the NRTC Actions.    

The Court previously set March 23, 2004, as the trial date for
DIRECTV's claims against Pegasus for $54 million (plus interest)
under the parties' Seamless Marketing Agreement. That trial date
and other related scheduling for DIRECTV's claims against Pegasus
are not affected by the Court order referred to above.

The Court has also set January 8, 2004, as the date for a status
conference to consider the remaining claims which Pegasus has
asserted against DIRECTV. In the order entered on November 13th,
the Court specifically reconsidered its prior order entered on
December 5, 2000 in the Pegasus Action. In the prior order, the
Court had ruled that Pegasus had a legal right to bring a claim
against DIRECTV to clarify the DBS Agreement between NRTC and
DIRECTV. The Court has now ruled that Pegasus does not have any
legally cognizable right in the DBS Agreement or the NRTC Actions
and that its rights stem solely from its Member Agreement with
NRTC.   

Hughes Electronics Corporation is a unit of General Motors
Corporation. The earnings of HUGHES are used to calculate the
earnings attributable to the General Motors Class H common stock
(NYSE: GMH).

                         *   *   *

As reported in Troubled Company Reporter's April 11, 2003 edition,
Standard & Poor's Ratings Services revised its CreditWatch listing
on Hughes Electronics Corp. and related entities to positive from
developing following the company's announcement that News Corp.
Ltd., (BBB-/Stable/--) will acquire 34% of the company. The
ratings had been on CreditWatch developing, reflecting uncertainty
regarding Hughes' future ownership.

Following a review of Hughes' operating and financial prospects
under its new ownership structure, a ratings upgrade could occur
once the deal is completed. However, the magnitude of a
potential upgrade may be constrained in light of News Corp.'s
minority stake.

Ratings List:              To                   From

Hughes Electronics Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--

DirecTV Holdings LLC
   Senior secured debt    BB-/Watch Pos/--
   Senior unsecured debt  B/Watch Pos/--

PanAmSat Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--
   Senior secured debt    BB-/Watch Pos/--     BB-/Watch Dev/--
   Senior unsecured debt  B-/Watch Pos/--      B-/Watch Dev-


IMPERIAL METALS: Reports Results for Third Quarter 2003
-------------------------------------------------------
Imperial Metals Corporation (TSX:III) reports comparative
financial results for the nine months ended September 30, 2003 and
September 30, 2002.

The financial position and results of operations of the Company
are primarily influenced by the results of Huckleberry Mines Ltd.,
the Company's 50% joint venture accounted operating mine. Although
the Company owns 50% of Huckleberry Mines Ltd., all the debt and
other obligations of Huckleberry Mines Ltd. are non recourse to
Imperial. The Company's share of the income attributable to
Huckleberry Mines Ltd. for the nine months ended September 30,
2003 was $2.8 million, which includes a $9.2 million foreign
exchange gain on long term debt. Excluding Huckleberry Joint
Venture assets and liabilities, cash and cash equivalents at
September 30, 2003 was $3.0 million and working capital was $1.3
million.

Subsequent to the end of the quarter Imperial announced an
agreement with Haywood Securities Inc. and a syndication of
underwriters to issue 2,353,000 units of Imperial on a private
placement basis at $4.25 per unit. Each unit consists of one
common share and one half of one share purchase warrant. Each full
warrant entitles the holder to acquire one common share of the
Company at a price of $5.50 for 24 months. After the first year of
the term of the warrants the Company shall be entitled to
accelerate the expiry date of the warrants if the closing price of
the common shares of the Company is at or above $8.50 for 10
consecutive trading days, by giving the holders of the warrants
not less than 30 days notice in writing of such accelerated expiry
date. The proceeds of the financing will be used to advance the
Mount Polley and Sterling projects and for general corporate
purposes.

Mount Polley

An exiting new zone of mineralization, the Northeast Zone, was
discovered at Mount Polley during the third quarter. In August
2003, copper-gold mineralization was discovered by prospecting in
an under-explored part of the property, approximately 1.5 km
northeast from the partially mined Bell pit. Subsequent trenching
and drilling have revealed a hydrothermal breccia over a 275 metre
strike length. This breccia remains open along strike to the
southeast and to depth. Related breccias discovered by trenching
enhance the potential for further discoveries.

The breccia is structurally well prepared and features an
overprinting of potassic and carbonate alteration. It is
distinguished from known breccia-hosted copper-gold deposits at
Mount Polley by a higher copper-to-gold ratio, higher silver and
bornite content and lower magnetite. The grade of mineralization
is exemplified in drill hole WB 03 07 that returned 1.02% copper,
0.40 grams per tonne gold and 7.31 grams per tonne silver over 204
metres. Further drilling and trenching is planned to determine the
extent and geometry of this new zone of high-grade mineralization.

Drilling to test the Springer Zone at depth began in mid-October,
and is ongoing. The results from the initial hole, released
November 7, 2003, showed that mineralization continues to depth.
Additional drilling to depth in the Springer Zone is planned.

Sterling

During the third quarter 17 holes were completed in the second
phase drill program, the results of which were released in July.
All holes which penetrated the zone intersected elevated gold
values enlarging the 144 Zone to an area of 500 feet by 750 feet.
An additional 29 claims covering an area of approximately 599
acres (242 hectares) were acquired under lease to cover the
potential northerly extension of the gold-bearing structures at
Sterling. Further drilling is planned on the 144 Zone and on the
newly acquired property. Planning and permitting is underway for
driving a drift to access the 144 Zone for definition drilling and
further exploration.

Nak

The first phase of exploration at the Nak property in northwest BC
included mapping, prospecting, and geochemical surveys. Three new
zones of copper mineralization were identified: the Box Lake
showing southeast of the main showing, and the Jennusty and BOR
showings northwest of the initial Joss'alun discovery. A 1,500
metre drilling program commenced at the end of the third quarter
with drilling focused on the Joss'alun showing. Drilling at
Joss'alun returned intervals of widespread copper mineralization
within volcanics of the Cache Creek Group. Highlights of the
program include Nak-03-05 with 17.75 metres of 0.94% copper and
Nak-03-07 with 53.45 metres of 0.34% copper.

Huckleberry Mine

Imperial is a 50% owner, through a subsidiary, of Huckleberry
Mines Ltd. located 123 kilometres southwest of Houston in west-
central British Columbia.

Subsequent to the end of the quarter, Imperial announced a
restructuring of the Huckleberry Mines Ltd. management. Effective
December 1, 2003, the mine will be operated directly by
Huckleberry Mines Ltd. ("HML"). Imperial will continue to have
significant influence on HML and will act in an advisory capacity
on mine operations and will retain its 50% equity ownership. The
change will significantly improve the Company's balance sheet. All
of HML's assets and liabilities will be deconsolidated from
Imperial's balance sheet, resulting in the elimination of
approximately $68 million in HML debt and the reversal of
Imperial's negative working capital. Additionally, under the
equity accounting basis Imperial will no longer record its share
of HML revenues and expenses on a line-by-line basis. Instead,
Imperial will record its 50% share of HML's operating results as a
single line item in its Statement of Income.


INT'L STEEL: Expects to Raise $360M in IPO of 15MM Common Shares
----------------------------------------------------------------
Steel producer International Steel Group Inc. (S&P, BB Corporate
Credit Rating, Developing Outlook) said that it will sell 15
million common shares for $22 to $24 each in an initial public
offering that could raise as much as $360 million, Reuters
reported.

The Richfield, Ohio-based company disclosed the IPO terms for the
first time in a filing with the Securities and Exchange
Commission. It predicted it will net about $318.5 million in
proceeds and will use the money to repay all amounts outstanding
under a term loan. As of the end of September, $228.4 million was
outstanding under the loan, the filing said. International Steel
will have 95.4 million shares outstanding, giving it a potential
market value of $2 billion to $2.3 billion based on the price
range.

The company, which began operations in the second quarter of 2002,
was formed by merchant banking firm WL Ross & Co. LLC to acquire
and operate steel facilities, reported the newswire. (ABI World,
Nov. 28, 2003)


ITEX CORP: Completes Sale of Seattle Corporate-Owned Office
-----------------------------------------------------------
ITEX Corporation (OTCBB:ITEX), a leading business services and
payment systems company, announced it has completed the sale of
its corporate-owned trade office located in Seattle, Washington.

                   Sale of Corporate-owned office

Seattle Trade Exchange, LLC of Washington, a newly formed company
operated by Ms. Bobbi McMullen and Ms. Florence Vincent, is the
purchaser of the Seattle corporate-owned office. Ms. McMullen had
been employed by ITEX for more than three years and was the
General Manager of the Seattle office. Ms. Vincent has been an
ITEX Broker in Olympia, Washington for more than seven years. The
purchase price was $500,000 with a $50,000 cash down payment. The
balance of the purchase price is payable over seven years.

The Seattle office will continue operations under a franchise
agreement. As part of the sale agreement, ITEX retains ownership
of the client base and will continue to generate transaction
revenue from the Seattle operation. Seattle Trade Exchange has
offered employment to the existing employees of the office. ITEX's
Seattle office lease terminates December 31, 2003 and Seattle
Trade Exchange has executed a new lease for office space in a
different area of the city.

Steven White, Chairman of the Board stated, "Bobbi and Florence
have a broad range of knowledge and experience in working with the
ITEX Broker Network and with the more than five hundred clients
they will manage. They have demonstrated a high level of
dedication and devotion to ITEX and the clients served throughout
their tenure. Ms. McMullen will manage the day to day operations
while Ms. Vincent will focus on bookkeeping and meeting financial
objectives."

Mr. White further stated, "This sale completes the divesture of
our four largest corporate-owned offices. We are closer to our
primary goal of creating an efficient and focused corporate
business model of payment system technology and support of our
Broker Network."

                          About ITEX

Founded in 1982, ITEX Corporation ( http://www.itex.com) is a  
business services and payment systems company processing over
$150,000,000 a year in transactions between member businesses.
ITEX assists its member businesses to increase sales, open new
markets and utilize the full business capacity of their
enterprises by providing a private currency through the company's
broker network and client base.

                          *     *     *

In its Form 10-QSB filed with the Securities and Exchange
Commission, ITEX Corporation reported (all amounts are expressed
in thousands of US$):

          Results for the Nine Months Ended April 30, 2003

"During the first nine months of fiscal 2003, we funded our
activities through operations. At April 30, 2003, we had
approximately $327 in cash and cash equivalents. We operate using
four week billing and payroll cycles. The timing difference
between the four week cycles and our reporting periods causes
fluctuations in cash, accounts receivable and broker commissions.
Cash and accounts receivable are primarily affected by the autopay
runs created from clients who have allowed us to retain their
credit card or checking account information. If an autopay run
falls near the end of a reporting period, it is likely our cash
balance will be higher and accounts receivable lower. Likewise,
if the autopay run falls subsequent to the reporting period, our
cash balance will be lower and accounts receivable higher.
Similarly, the timing of payroll, based on four week cycles, will
affect the balance in broker commissions payable.

"During the nine months ending April 30, 2003, we received net
cash from our operating activities of $199 as compared to net cash
used in operating activities of $360 for the nine months ending
April 30, 2002. The increase in net cash provided by our operating
activities is largely due to the significant decrease in operating
expenditures.

"During the nine months ending April 30, 2003, we received net
cash from investing activities of $26, resulting from proceeds
received from the sale of regional offices of $49, offset by the
purchase of fixed assets of $23. During the nine months ending
April 30, 2002, we reported net cash provided by investing
activities of $28, resulting from proceeds received from the sale
of securities of $56, offset by the purchase of fixed assets of
$28.

"During the nine months ending April 30, 2003, the net cash
provided by our financing activities was $5, resulting from the
exercise of stock options, compared to net cash used in financing
activities for the nine months ended April 30, 2002 of $372
related to payments made to Network Commerce for the purchase of
Ubarter.com during the previous fiscal year.

"During the nine months ending April 30, 2003 there was net cash
provided from the effective exchange rate on cash and cash
equivalents of $7 which did not exist in the prior fiscal year.

"At April 30, 2003, our working capital deficit was $732 compared
to a deficit of $1,328 at July 31, 2002. Management continues to
reduce overhead costs through increased operating efficiencies. In
addition, by divesting the corporate offices, as outlined in the
revenue section above, ITEX expects to yield additional cost
savings, which management believes will streamline operations and
save the company close to $1 million in overhead per year.
Reduction of overhead includes corporate savings with smaller
headcount and fewer office leases. In addition, by financing the
sale of the existing corporate stores, the company expects to be
able to realize an additional positive impact to earnings over the
next five years. At April 30, 2003, stockholders' equity increased
to $277 from $40 at July 31, 2002 primarily resulting from our net
income of $139 in the first nine months of fiscal 2003."


IVACO: Ontario Court Grants CCAA Extension Until Feb. 13, 2004
--------------------------------------------------------------
Ivaco Inc. announced that the Ontario Superior Court of Justice
has extended the Court protection period granted under the
Companies' Creditors Arrangement Act (CCAA) until February 13,
2004.

Ivaco Inc. and certain of its affiliates filed for protection from
creditors under CCAA on September 16, 2003, citing the adverse
impact on its business of difficult market conditions for the
entire North American steel industry, including the high Canadian
dollar, higher scrap, labour, energy and transportation costs and
U.S. anti-dumping duty deposits. On September 17, 2003, the
Company through its Court appointed Monitor, filed a petition for
recognition and ancillary relief under Section 304 of the United
States Bankruptcy Code.

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components. Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum. In addition, Ivaco's
fabricated steel products operations have a rated production
capacity in the area of 350,000 tons per annum of wire, wire
products and processed rod, and over 175,000 tons per annum of
fastener products. Shares of Ivaco are traded on The Toronto Stock
Exchange (IVA).


IVACO INC: Third Quarter Working Capital Deficit Tops $132 Mil.
---------------------------------------------------------------
Ivaco Inc. reported its results for the third quarter ended
September 30, 2003.

                                            Summary
                                ----------------------------------
                                For the periods ended September 30
                                Third Quarter          Nine Months
                                ----------------------------------
                               2003      2002        2003      
2002
                        (Thousands of dollars)   (Thousands
dollars)

Net sales                  $201,117  $228,831    $642,408  
$704,324
Operating earnings (loss)  $(26,197)   $8,823    $(14,430)  
$58,288
Earnings (loss) from
operations before
amortization, unusual
items and income taxes    $(33,597)  $(3,465)   $(30,146)  
$34,254
Amortization               $(11,119) $(12,355)   $(33,501)  
$36,975
Gain on disposal
of investments                  $-   $27,155          $-   
$27,155
Reorganization items(i)    $(64,084)       $-    $(64,084)       
$-
Earnings (loss)
before income taxes      $(108,800)  $11,335   $(127,731)  
$24,434
Net earnings (loss)        $(93,040)  $15,631   $(107,316)  
$22,797
Earnings (loss) per share    $(2.84)    $0.49      $(3.64)    
$0.46


"These results are in line with our expectations and reflect the
substantial pressures the industry is facing at this time", said
Gordon Silverman, President and CEO of Ivaco. "We are committed
not only to returning the Company to profitability but to finding
solutions that will allow us to successfully restructure
financially".

At September 30, 2003, the company's balance sheet shows that
total current liabilities exceeds total current assets by
$132,366,000.

Ivaco Inc. and certain of its affiliates filed for protection from
creditors under the Companies' Creditors Arrangement Act (CCAA) on
September 16, 2003, citing the adverse impact on its business of
difficult market conditions for the entire North American steel
industry, including the high Canadian dollar, higher scrap,
labour, energy and transportation costs and U.S. anti-dumping duty
deposits. On September 17, 2003, the Company through its Court
appointed Monitor, filed a petition for recognition and ancillary
relief under Section 304 of the United States Bankruptcy Code.

Mr. Silverman cited the following key initiatives accomplished
since
filing under the CCAA:

  - A downsizing of the corporate operations and a realignment of
    responsibilities to reflect the need for aggressive change.

  - The appointment of Gordon Silverman as President and Chief
    Executive Officer and Randall Benson as Chief Restructuring
    Officer.

  - Prompt liquidation of the Company's unprofitable manufacturing
    operations in the United States.

  - Consolidation of certain Canadian functions resulting in a
    permanently lower cost base. This included personnel
    reductions totaling more than 200 positions among both
    management and production employees.

  - The formation of an Independent Committee of the Board of
    Directors to govern the Company's activities during the CCAA
    process.

  - An agreement to sell real property in the state of Virginia
    for US$4 million.

"We have acted quickly and made some difficult decisions", said
Mr. Silverman. "I am confident however that the right process is
underway to allow us to determine the next steps from both an
operational and financial point of view".

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components. Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum. In addition, Ivaco's
fabricated steel products operations have a rated production
capacity in the area of 350,000 tons per annum of wire, wire
products and processed rod, and over 175,000 tons per annum of
fastener products. Shares of Ivaco are traded on The Toronto Stock
Exchange (IVA).


J.A. JONES: Seeks to Employ Gibbes Burton as Special Counsel
------------------------------------------------------------
J.A. Jones, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for permission to employ Gibbes Burton LLC as
their Special Counsel to advise on design, construction, and
employment matters.

The Debtors report that Gibbes Burton is well qualified to
represent the Debtors because aside from its experience, it has
acted as the Debtors' counsel since 1990.

In this retention, Gibbes Burton will:

     a) review contracts for the Debtors;

     b) assist in settlement negotiations, including the
        drafting of settlement agreements involving the Debtors;

     c) provide legal services in connection with employment
        matters;

     d) represent the Debtors in non-bankruptcy litigation; and

     e) prepare necessary resolutions, minutes, contracts,
        reports, pleadings and other related legal documents.

Frank H. Gibbes, III, Esq., a partner in Gibbes Burton reports
that his firm will bill the Debtors at current hourly rates:

          Partners              $175 per hour
          Associates            $120 per hour
          Legal Assistants      $70 per hour

Headquartered in Charlotte, North Carolina, J.A. Jones, Inc. was
founded in 1890 by James Addison Jones, J.A. Jones is a subsidiary
of insolvent German construction group Philipp Holzmann and a
holding company for several US construction firms. The Company
filed for chapter 11 protection on September 25, 2003 (Bankr.
W.D.N.C. Case No. 03-33532).  John P. Whittington, Esq., at
Bradley Arant Rose & White LLP and W. B. Hawfield, Jr., Esq., at
Moore & Van Allen represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed debs and assets of more than $100 million
each.


KAISER ALUMINUM: Selling Parcels 2A & 2B in Mead, Washington
------------------------------------------------------------
While market interest remains high and can be leveraged to obtain
the highest and best possible offers, the Kaiser Aluminum Debtors
intend to sell parcels 2A and 2B of a real property located near
their alumina smelter in Mead, Washington.

Consisting 143.73 acres, Parcel 2A is near but not contiguous
with the Mead Facility.  The unused and undeveloped land does not
contain any buildings or other improvements and requires a full
range of infrastructure, including streets, a sewer system and
electricity, as a part of its development.  Parcel 2B located in
the same area as Parcel 2A, and is likewise undeveloped and
unused.

In connection with their marketing efforts, the Debtors and
Lanzce G. Douglass entered into discussions regarding Mr.
Douglass' potential purchase of Parcel 2A.  The Debtors
subsequently entered into a sale agreement to sell Parcel 2A to
Mr. Douglass for $6,887,000, subject to higher or better offers.
The Debtors will conduct an auction on January 13, 2004 to
consider other offers for Parcel 2A.

Although the Debtors does not currently have any agreement to
sell Parcel 2B, they anticipate that Mr. Douglass will be the
most likely potential purchaser of the property.  To capitalize
on the current market focus on the Mead Properties, the Debtors
will include Parcel 2B in the January 2004 Auction.  The Debtors
propose a $1,380,000 minimum bid for Parcel 2B.

By this motion, the Debtors seek the Court's authority to sell
Parcel 2A, pursuant to the Douglass Sale Agreement or to another
entity submitting higher or better bids, and Parcel 2B.  The
Debtors will sell the Properties free and clear of all liens,
claims and interests. (Kaiser Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


KEVN INC: Seeks Nod to Employ Stuart Gerry as Chapter 11 Counsel
----------------------------------------------------------------
KEVN, Inc., seeks permission to employ Stuart, Gerry and
Schlimgen, Prof. LLC as its counsel as the company restructures
under chapter 11.  

The Debtor tells the U.S. Bankruptcy Court for the District of
South Dakota that Stuart Gerry has extensive experience in
bankruptcy law and related legal services.

The professional services to be rendered include:

     a) filing such schedules and other documents as the court
        may require;

     b) initiating or defending adversary proceedings and
        contested motions;

     c) negotiating with priority, secured and unsecured and
        unsecured creditors;

     d) formulation of a plan; and

     e) such other duties as may be necessary to attempt a
        successful reorganization under Chapter 11, along with
        related legal services of this action.

Stuart Gerry will bill for services at the rate of $180 per hour
plus sales taxes, actual necessary expenses to be reimbursed

Headquartered in Rapid City, South Dakota, KEVN, Inc., is a parent
company of the Rapid City FOX, a broadcasting network providing
news, weather reports, sports and current events. The Company
filed for chapter 11 protection on November 20, 2003 (Bankr.
S.Dak. Case No. 03-50592).  Clair R. Gerry, Esq., represents the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $7,289,338 in total
assets and $6,655,095 in total debts.


KICKING HORSE: September Working Capital Deficit Mears $12 Million
------------------------------------------------------------------
Launch Resources Inc., formerly Kicking Horse Resources Ltd.,
announced its financial and operating results for the three and
nine months ended September 30, 2003.

Kicking Horse is a public Corporation engaged in the exploration,
development and production of oil and gas in Western Canada. The
common shares trade on the TSX Venture Exchange under the symbol
"KHL". Kicking Horse is a reporting issuer in the province of
Saskatchewan, Alberta, British Columbia, Manitoba, Ontario and
Quebec.

Kicking Horse's growth strategy will continue to be exploitation
of its core properties with the addition of low risk exploration
in surrounding areas. Acquisitions will remain key to growth but,
as the Corporation gains critical mass in 2003, internally
generated exploration prospects will be pursued.

             Net Loss and Cash Flow from Operations

For the nine months ended September 30, 2003, cash flow from
operations (see note below) decreased to $1,577,536 million
compared to $2,308,139 million for the same period of the prior
year. The decrease is consistent with decrease in overall
production for the same two periods due to various disposition of
non-core assets during the period.

Net loss for the third quarter was $355,335 compared to third
quarter 2002 net loss of $512,290. For the nine months ended
September 30, 2003, net loss were $82,225 compared to a loss of
$1,599,375 million for same period in 2002.

Production for the three months ended September 30, 2003 decreased
by 63% to 360 boe/d, weighted 66% natural gas, compared to 971
boe/d for the same period in 2002. For the nine months ended
September 30, 2003, production decreased by 65% to 437 boe/d when
compared to 1,241 boe/d in 2002. During the quarter of 2003, the
Corporation experienced normal production decline for natural gas
continued at Retlaw. However, some of the decline experienced at
Retlaw was offset by an increase in production from the new wells
at St. Anne.

Note: Cash flow from operations is a non-GAAP term that represents
net earnings adjusted for non-cash items. The Corporation
evaluates its performance based on net earnings and cash flow from
operations. The Corporation considers cash flow from operations to
be a key measure as it demonstrates the Corporation's ability to
generate the cash necessary to repay debt or fund future growth
through capital investment. Cash flow from operations per share is
calculated using the diluted weighted average number of shares for
the period.

Production Volumes

Compared to the second quarter of 2003, oil and NGL production in
the third quarter decreased 27% to 123 boe/d from 168 boe/d,
natural gas production decreased 11% to 1,420 mcf/d from 1,602
mcf/d and combined production was down 17% to 360 boe/d from 435
boe/d. The decrease was a result of delays in the tie-in of the
two new St Anne wells, due to land owner concerns. Tie-ins were
completed in the fourth quarter. Additional compression is
scheduled for the 01-34 well as this well is producing 300 mcf/d
net, against a high line pressure. This is anticipated to increase
to 500 mcf/d net. The 14-22 well is waiting on pumping equipment
as it is loading with oil.

Production during the three months ended September 30, 2003
decreased 63% to 360 boe/d from 971 during the corresponding
period in 2002. The largest factor for the decrease, were the
dispositions that occurred in the interim period. Natural gas made
up 66% of production volumes averaging 237 boe per day during the
third quarter of 2003.

For the nine months ended September 30, 2003, the Corporation
averaged 437 boe per day, consisting of 155 boe and NGL's, and 282
boe per day of natural gas. This is a 65% decrease in the barrels
of oil equivalent per day averaged in the same period of 2002.

Reserves

The Corporation's reserves are evaluated on an annual basis,
unless significant changes dictate otherwise. Changes shown below
reflect the AJM January 1, 2003 evaluation of remaining major
properties, less decreases due to production, plus net revisions
and additions. Reserves declined by 3.4% on a Total Proven basis
during the quarter, due to production and minor revisions. The
Total Proven reserves now stand at 1,110 Mboe. These remain split
68% to gas and 32% to oil and natural gas liquids.

Revenue

Revenue during the third quarter of 2003 was $1,177,357, down 46%
from $2,176,854 for the corresponding period in the previous year.
For the nine months ended September 30, 2003, revenue of
$4,713,703 was 46% lower than the $8,522,290 generated in the same
period in 2002. Lower revenue dollars received during the nine
months and the three months ended September 30, 2003 were the
result of overall production decline due to property dispositions
as well as normal production decline.

Kicking Horse's sales of crude oil and natural gas liquids
averaged $37.89/bbl for the nine month period ended September 30,
2003, an increase of 15% from $32.83/bbl received during the nine
months of 2002. During the third quarter of 2003, the Corporation
received an average of $34.90/bbl, 15% less than the comparable
period in 2002.

For the nine month period ended September 30, 2003, Kicking Horse
received an average price for natural gas of $6.02/Mcf, up 63%
from the average $3.69/Mcf received in 2002. For the three months
ended September 30, 2003, the Corporation received an average
price of $5.76/Mcf for natural gas, up 73% from the same period in
2002.

Royalties

For the nine months ended September 30, 2003, total royalties net
of Alberta Royalty Tax Credit were $819,592, down 42% compared to
$1,415,507 for the nine months ended September 30, 2002. For the
three months ended September 30, 2003, the Corporation paid
$222,913 in royalties compared to $441,424 in the corresponding
quarter of 2002, a decrease of 50%. These decreases reflect
decline in gross revenue of 45% and 46% respectively for this
period. Royalties as a percentage of sales for the third quarter
of 2003 were 19% compared to 20% in the same period in 2002.

Operating Expenses

For the nine months ended September 30, 2003, operating costs were
$1,069,727, down 53% from the $2,297,346 recorded in the same
period of 2002. For the three month period ended September 30,
2003, $330,795 of operating costs were incurred, a decrease of 56%
over the $759,574 in the same three months in 2002.

On a barrel of oil equivalent basis, operating expenses averaged
$8.97/bbl for the nine months of 2003, and $10.00/bbl for the
third quarter, both statistics significantly higher than in the
corresponding period of 2002.

Operating Netbacks

For the nine months ended September 30, 2003, operating netbacks
were $23.67/boe, up 40% from the comparative 2002 period, driven
by higher commodity prices. Similarly, for the three months ended
September 30, 2003, operating netback increased by 41% to
$18.84/boe from $11.11/boe for the comparable period of 2002, the
net result of increased commodity prices, partially offset by
higher royalty and production costs.

General and Administrative

General and administrative expenses for the nine months ended
September 30, 2003 were $961,225, down from $1,945,148 recorded
for the same period in 2002. For the three months ended September
30, 2003, general and administrative costs were $403,039 compared
to $458,377 during the third quarter of 2002.

General and administrative costs have decreased in 2003 over 2002,
reflecting the decreased production base. Total costs are reduced
by charges recovered through capital and operating projects. Total
recoveries of general and administrative costs for the three
months ended September 30, 2003 were $76,000 compared to $78,000
in the same 2002 period. Kicking Horse capitalizes those direct
costs incurred by exploration-focused personnel.

On a per unit of production basis, general and administrative
expenses for the three months ended September 30, 2003 were
$12.18/boe compared to $5.13/boe incurred in the same 2002 period.
For the nine months ended September 30, 2003 general and
administrative costs were $8.06/boe up 40% from 2002 levels of
$5.74/boe.

Interest Expenses

During the third quarter of 2003, interest expense amounted to
$134,518, 45% down from $244,979 incurred for the comparable
period in 2002. On a year-over-year basis, interest expense for
the nine months ended September 30, 2003 decreased 37% to $455,207
from $717,031 incurred in 2002. Lower interest expense in 2003
reflect the lower debt level the last nine months of 2003 when
compared to corresponding period in 2002.

Capital Expenditures

Kicking Horse invested $1,309,113 on oil and gas activities during
the nine months of 2003 compared to $2,620,193 recorded for same
period in 2002. In addition, the Corporation received $5,005,891
in net proceeds from the disposition of non-strategic oil and gas
assets during the nine months of 2003 compared to $3,657,815 in
2002. For the three months ended September 30, 2003, the
Corporation spent $820,939 compared to $545,233 in 2002. The
Corporation participated in two wells at St. Anne during this
period and the wells are currently tied and on production. For the
remainder of 2003, the Corporation will initiate a previously
announced proposed 14 well (net 7 well) drilling program to
commence November 15, 2003.

Depreciation, Depletion and Site Restoration

Depreciation and depletion expense for the three months ended
September 30, 2003 decreased by 51% to $840,695 from $1,709,378
during the same period in 2002. For the nine months ended
September 30, 2003, depletion and depreciation was $5,040,830
compared to $5,338,514 for the same period of 2002. The depletion
and depreciation rate for the third quarter of 2003 averaged
$25.40/boe, down 16% compared to $29.54 recorded in the second
quarter of 2003. During 2002, the depletion and depreciation rate
for the nine months was $15.75/boe and $19.14/boe during the third
quarter.

Ceiling Test

In accordance with the Corporation's accounting policies, the
carrying value of property and equipment is limited to an amount
calculated under the ceiling test. Due to significant uncertainty
of future oil and gas price estimates, the Corporation has applied
the ceiling test using average prices for the twelve month period
immediately preceding the balance sheet of September 30, 2003. In
doing so, the Corporation has not taken the ceiling test write-
down of $2,725,680 that would have resulted from the application
of period end prices. The use of average prices is permitted under
generally accepted accounting principles in this circumstance. The
write-off would have been solely due to the changes in price
forecasts and not due to changes in reserve estimates. The
Corporation will revise all reserves as per the scheduled year-end
independent reserve evaluation review. The Corporation anticipates
that the current capital program will generate reserves to offset
any normal declines.

Liquidity and Capital Resources

At September 30, 2003, Kicking Horse had maximized on its
revolving line of credit and had a working capital deficit of
$11,817,930 (after bank debt). At the end of year 2002, Kicking
Horse had a working capital deficiency of $15,909,154.

Pursuant to the bank's review of the facility, the bank
acknowledges contravention and non-compliance with the working
capital covenant (current ratio of not less than 1 : 1). The
Corporation expects to remedy this negative financial covenant
through anticipated drilling program generating additional cash
flow. Review of the facility is scheduled for in 2004, as the
Corporation's reserves are being evaluated for year-end.

On November 6, 2003, the Corporation announced a proposed 14 well
(net 7 well) drilling program to commence on November 15, 2003.
The program is estimated to cost $4.2 million, to be funded from
previously announced flow-through and private placement of common
shares. If cash flows are other than projected, capital
expenditures level will be adjusted to meet the targeted current
ratio. The Corporation's practice is to continually monitor
spending opportunities in comparison to expected cash flow levels
to allow for adjustments to the capital program as required.

The Corporation has obtained a short-term loan from a company
controlled by a director in the amount of $1,000,000 in order to
commence the drilling program.

At September 30, 2003, the Corporation had 46,457,300 common
shares and warrants to be issued outstanding and 1,040,000 options
outstanding at an average exercise price of $0.30 per share.


KMART CORP: Asks Court to Reduce 43 More Various Vendor Claims
--------------------------------------------------------------
Kmart Corporation and its debtor-affiliates object to certain
claims, aggregating $147,366,803, filed by trade vendors.  A
glance at the Debtors' books and records indicate that the Claims
overstate the Debtors' liability.  The Debtors want the Claims
reduced in their proper amounts.

To facilitate the extensive claims reconciliation process for an
estimated 1,000 trade vendor claims, the Debtors developed a
method to assist in the calculation of reasonable allowable
amounts for the Vendor Claims.  The method is based on individual
historical date for each vendor affected.  The method will result
in each of the Vendor Claims being reconciled and allowed quickly
and in amounts that accurately represent what the Debtors owed
each vendor as of the Petition Date.

The Debtors explain that their bankruptcy filing not only froze
each vendor account as of the Petition Date, but also suspended
their normal vendor dispute resolution process.  Hence, the
Debtors developed a mechanism to calculate the total amount their
vendors would be owed but for the bankruptcy.  The Accounts
Payable Review included any additional amounts that may be
discovered to be owing to particular vendors in the Debtors'
ordinary dispute resolution process.

The A/P Review is an efficient and accurate method of reconciling
the vast number of trade vendor claims and forecasting the
results of the normal vendor dispute resolution process that was
suspended for prepetition transactions.  The A/P Review is
extremely similar to the process that the Debtors used before the
Petition Date.

The Debtors' ordinary course dispute resolution process allowed
vendors the ability to request and receive payment for "missing"
or unpaid invoices and contest and receive reimbursement for
deductions taken by the Debtors.  Because this process ceased for
prepetition transactions, the Debtors' Books and Records for
these vendors may not include potential amounts that would be
added to vendor balances as a result of resolving invoice or
deduction disputes.  In other words, the Debtors' Books and
Records could inadvertently fail to give vendors certain credits
for amounts that may have ultimately been shown to be valid
charges.

The A/P Review used the prepetition balance on the Debtors' Books
and Records for each vendor as a starting point.  This balance
was then adjusted for any transaction that, if resolved outside
the Chapter 11 cases, would have resulted in an increase to the
vendors' account balance.  Pursuant to the A/P Review, certain
amounts would be added to the Initial Amount.  Amounts that could
be added include these components:

     (i) outstanding "open" invoices;

    (ii) credits for shortage/pricing claims;

   (iii) credits for merchandise allowances;

    (iv) credits for vendor compliance claims;

     (v) credits for post-audit claims; and

    (vi) credits for return goods deductions.

Once each of the applicable items was taken into account, the
Initial Amount was increased accordingly.

The A/P Review is particularly useful given the manner in which
the Debtors' accounts payable system is maintained.  The Debtors'
accounts payable system records all transactions that would
affect a vendor's balance, including invoices, proofs of
delivery, credits, allowances and deductions.

Pursuant to the A/P Review, the Debtors reviewed all transactions
for a three-year period before the Petition Date.  Each
transaction was extracted from the system and summarized by type.  
The Debtors calculated a historical reimbursement percentage for
each claim type by comparing the amount of the claim with the
amount of any reimbursement given to that vendor for that
particular claim type.  Each Initial Amount was then updated to
reflect these historical percentages.

To validate the Adjusted Balance and the A/P Review, the Debtors
compared the review amounts that the Debtors had "booked" for
each of these vendors.  The Debtors' booked amount is the sum of
the Initial Amount and all reserves.  Overall, the variance
between the Adjusted Balance and the booked amount is below 2%.  
The Debtors maintain that the Adjusted Balance did not match with
the amounts indicated in the Vendor Claims.

At the Debtors' behest, Judge Sonderby reduces and allows 71
Vendor Claims for $147,201,212.

The Court continues the hearing on 43 more Vendor Claims,
totaling $23,787,272.  The Debtors seek to reduce these Claims to
$20,150,829.  The Claims are:

          Type of Claim                  Claim Amount
          -------------                  ------------
          Administrative                      $30,229
          Priority                            251,167
          Unsecured                        23,505,876
(Kmart Bankruptcy News, Issue No. 65; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LIGHTHOUSE CENTER: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Lighthouse Center, Inc.
        6402 Butler Road
        Little Rock, Arkansas 72209

Bankruptcy Case No.: 03-23995

Type of Business: The Debtor is a child-care service provider.

Chapter 11 Petition Date: November 20, 2003

Court: Eastern District of Arkansas (Little Rock)

Judge: Audrey R. Evans

Debtor's Counsel: Everett O. Martindale, Esq.
                  Attorney at Law
                  902 West Second Street
                  Little Rock, AR 72201-2102
                  Tel: 501-372-7600
                  Fax: 501-376-9612

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 7 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Internal Revenue Service                              $353,000
Department of Treasury
Ogden, UT 84201

GMAC                        2000 GMC Van               $19,960
                            ($15,000 secured)

Sysco Food Services         Purchases                  $12,148

Bank of America             Loan                        $4,200

Ford Motor Credit           1996 Dodge Caravan          $4,189
                            ($4,000 secured)

National Check Trust, Inc.  Checks                      $1,007

United Broadcasting         Advertising                   $369


MICROCELL TELECOMM: Files Registration Statement with SEC
---------------------------------------------------------
Microcell Telecommunications Inc. (TSX:MT) announced that,
pursuant to the Warrant Indentures governing the Company's
Warrants 2005 and Warrants 2008, it has filed a Form F-1
Registration Statement with the United States Securities and
Exchange Commission. The purpose of this filing is to register the
Class A Restricted Voting Shares and Class B Non-Voting Shares
issuable upon exercise of the Warrants by their holders. The
Warrants are not exercisable until the SEC has declared the
Registration Statement effective. The Company will issue a news
release once the Registration Statement has been declared
effective by the SEC. A copy of the Registration Statement can be
obtained via the SEC's Web site at http://www.sec.gov,SEDAR's Web  
site at http://www.sedar.com,or in the financial reports  
available on Microcell's Web site at
http://www.microcell.ca/investors.

Reminder to holders of Class A Restricted Voting Shares and Class
B Non-Voting Shares

The Company reminds the holders of its Class A Restricted Voting
Shares and Class B Non-Voting Shares that (i) each Class A
Restricted Voting Share may, at the option of the holder, be
exchanged at any time for one Class B Non-Voting Share and (ii)
each Class B Non-Voting Share may, at the option of the holder by
providing a declaration of Canadian residency to the Company's
transfer agent, be exchanged at any time for one Class A
Restricted Voting Share.

                        About the Company

Microcell Telecommunications Inc. is a major provider of
telecommunications services in Canada dedicated solely to
wireless. Microcell offers a wide range of voice and high-speed
data communications products and services to over 1.1 million
customers.

Microcell operates a GSM network across Canada and markets
Personal Communications Services (PCS) and General Packet Radio
Service (GPRS) under the Fido(R) brand name. Microcell has been a
public company since October 15, 1997, and is listed on the
Toronto Stock Exchange.

                            *   *   *

As reported in the Troubled Company Reporter's May 5, 2003
edition,
Standard & Poor's Ratings Services raised its long-term
corporate credit rating on wireless communications service
provider Microcell Telecommunications Inc. to 'CCC+' from 'D',
following completion of Microcell's corporate and financial
restructuring under the Companies' Creditors Arrangement Act.
The outlook is developing.

At the same time, Standard & Poor's assigned its 'B' rating to
tranche A (C$25 million) of Microcell Solutions Inc.'s senior
secured bank loan, 'CCC+' rating to tranche B (C$300 million),
and 'CCC-' rating to tranche C (C$50 million). In addition, the
'CC' rating was assigned to Microcell Telecommunications' first
and second preferred shares.

"The ratings on Microcell Telecommunications reflect the
successful financial restructuring of the company's debt,
whereby total debt was reduced to C$350 million from C$2.0
billion and is held at Microcell Solutions, which owns
substantially all of the company's operating assets including
the network and license, and is a wholly owned subsidiary of
Microcell Telecommunications," said Standard & Poor's credit
analyst Joe Morin.

The ratings on Montreal, Quebec-based Microcell
Telecommunications also reflect the company's recent operating
performance. Operating results have been affected by
difficulties leading up to and through the restructuring
process.


MIRANT: Obtains Interim Nod to Hire Risk Capital as Advisors
------------------------------------------------------------
Monica S. Blacker, Esq., at Andrews & Kurth LLP, in New York,
recounts that the Mirant Corp. Debtors obtained the Court's
authority to continue performing under their Trading Contracts.  
The Debtors intend to follow a Risk Management Policy in the
energy trading.

To help the Official Committee of Unsecured Creditors of Mirant
Corporation understand the matters covered by the Risk Management
Interim Order, it seeks the Court's authority to retain Risk
Capital Management Partners, effective September 3, 2003, as its
risk management and trading book advisors, pursuant to Sections
328 and 1103(a) of the Bankruptcy Code and Rule 2014 of the
Federal Rules of Bankruptcy Procedure.

Ms. Blacker informs the Court that in choosing Risk Capital, the
Mirant Committee solicited proposals from potential energy
trading risk management advisors; conducted preliminary screening
with each person who offered these services and held full
interviews with four finalists.  The Mirant Committee believes
that Risk Capital possesses extensive knowledge and expertise in
the areas of risk management in relation to energy trading and
that it is well qualified to represent the Mirant Committee.

Risk Capital agrees to:

   (a) provide support, analysis and risk management advice to
       all members of the Mirant Committee, Simpson Thacher &
       Bartlett LLP, Andrews & Kurth L.L.P. and other
       professionals that the Mirant Committee may retain
       throughout these Chapter 11 cases; and

   (b) assist the Mirant Committee with respect to understanding
       the Debtors' trading business and their risk management
       policies, including but not limited to:

         i. reviewing Mirant Corp's trading policies and
            procedures;

        ii. evaluating the existing trading portfolio;

       iii. analyzing the historical profitability of the
            trading portfolio over the past two years;

        iv. projecting out trading portfolio through 2010; and

         v. summarizing largest trading losses and biggest
            trading gains over the past two years.

David C. Shimko, President of Risk Capital Management Partners
LLC, assures the Court that his firm does not represent and does
not hold any interest adverse to the Debtors' estates or their
creditors in matters it will be engaged.  However, since Risk
Capital is a national firm with a national practice, it may
represent or may have represented certain of the Debtors'
affiliates, creditors or equity holders, or other parties-in-
interest, in matters wholly unrelated to these cases.

Risk Capital will seek compensation for its services in
accordance with its ordinary and customary hourly rates in effect
on the date the services are rendered, which currently are:

   Senior Partner            $750
   Partner                    500
   Senior Risk Consultant     350
   Risk Consultant            300
   General Consultant         250
   Data Manager               200
   Support Staff              150

Risk Capital will also seek reimbursement of its actual and
necessary expenses in accordance with the applicable provisions
of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and
any other orders the Court may enter with respect to the
compensation of professionals in these cases.

                          *   *   *

In the interim, the Court authorizes the Mirant Committee to
retain Risk Capital as its risk management and trading book
advisors effective as of September 3, 2003.  (Mirant Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


NEXT INC: Complaint vs. Ex-CEO Triggers Bank Default
----------------------------------------------------
Next, Inc. (OTCBB:NXTI) announced that, as a result of the
previously disclosed complaint against its former CEO, the Company
is in default under its credit facility with LaSalle Business
Credit, LLC. The Company is not in default regarding any financial
covenant of the loan agreement. LaSalle confirmed that the bank is
working closely with management to assess the impact, if any, of
last week's events on the Company. LaSalle has opted, at this
point, not to exercise its right to call the loan while these
events are being assessed. The other major lender for the Company
is First Federal. Noah Smith, Executive Vice President was quoted
as follows: "First Federal Saving Bank of Wabash, IN has had a
long term relationship with Next, Inc. While we acknowledge that
last week's complaint against Mr. Cooke is unfortunate, Next, Inc.
is within all the requirements we have established in our loan
agreement and we continue to support them at this time."


NIMBUS GROUP: Further Delays Filing of Q3 Financial Statements
--------------------------------------------------------------
Nimbus Group, Inc., (Amex: NMC) a developer of upscale brand
fragrances, cosmetics and skincare products, announced that it
will further delay its filing of quarterly results for the three
month period ended September 30, 2003 and audited results for the
six month transition period ended June 30, 2003 and will not file
by the end of November 2003, as previously announced in the
Company's press release dated November 21, 2003.

"We had hoped that the preparation of the financial statements
would have been ready to be filed by the end of this month.
However, the recent changes in the Company's auditors and external
timing issues associated with the transfer of information from the
previous auditing firm and the compiling of financials of the
Company's wholly owned subsidiary, Take To Auction.com, Inc. have
caused the further delay in filing. The company's auditors, De
Meo, Young, McGrath, (DYM) informed the Company that they are
unable to give a firm filing date at this time."  Nimbus' CEO
Lucien Lallouz said.
    
The Company's failure to meet its filing deadline of Friday
November 21, 2003, has prompted the American Stock Exchange
Listing Qualifications Department to halt trading of the Company's
stock pending filing compliance by the Company.
    
The Company anticipates that results for the impending filing will
not be materially different from the prior period ended March 31,
2003.
    
In other news, The Company, on November 22, 2003 launched its Cara
Mia skincare Solutions in Puerto Rico to positive consumer
response and better than expected sales results. Cara Mia Skincare
Solutions will continue its launch nationally in January 2004.

                      About Nimbus Group
    
Nimbus is a developer of fragrance and skin care products.  The
Company continues to develop its wholesale distribution of
fragrances and skin care products, both proprietary and licensed.

                           *   *   *

As reported in the Troubled Company Reporter's October 23, 2003
edition, Nimbus Group, Inc. dismissed Rachlin, Cohen & Holtz, LLP
as Nimbus Groups' independent accountant, effective October 15,
2003.
The Company has replaced RCH with Berkovitz, Lago & Company, LLP,
effective October 15, 2003. BLC served as the independent
accountant for the Company prior to RCH. RCH was originally
engaged due to its relationship with the Company's interim chief
financial officer. As the Company's interim chief financial
officer is no longer with Nimbus Group, the Company has decided to
re-engage BLC.

RCH served as the Company's independent accountant from August 6,
2003 through the dismissal date and had not provided any report on
the financial statements of the Company.  The decision to dismiss
RCH was recommended by management of the Company and approved by
its Audit Committee.

Effective October 14, 2003, Nimbus Group engaged the accounting
firm of BLC as its new independent accountants to audit the
Company's financial statements for the proximate fiscal year end.

The report of BLC on the financial statements of Nimbus Group for
the past fiscal year contained an explanatory paragraph wherein
BLC expressed substantial doubt about the Company's ability to
continue as a going concern.


NUWAVE TECHNOLOGIES: Cuts-Off Professional Ties with Eisner LLP
---------------------------------------------------------------
Effective October 30, 2003, Nuwave Technologies, Inc. dismissed
Eisner LLP as its  independent certified public accountants.

Eisner's report on the Company's financial statements for the past
two fiscal years was modified to include an emphasis paragraph
indicating that substantial doubt existed about Nuwave's ability
to continue as a going concern.

The change of independent accountants was approved by the
Company's Board of Directors on October 30, 2003.

On October 30, 2003, Nuwave Technologies engaged Marcum &
Kliegman, LLP as its principal  accountant to audit its financial
statements.


OMT INC: Posts Increasing Losses, Working Capital Deficit for Q3
----------------------------------------------------------------
OMT Inc. (TSX Venture: OMT) announced its financial results for
the period ended September 30, 2003.

"The third quarter of 2003 was one of significant transition for
OMT," commented Scott Farr, President and CEO of OMT Inc. "The
completion of the sale of the Oakwood Broadcast division on July
16, 2003 and negotiations that culminated in the acquisition of
the assets of the former musicmusicmusic inc. on November 19, 2003
reflect an important shift in the company's strategy with a focus
on higher margin software and technology sales as well as a
recurring revenue model in the case of the acquisition," added
Farr.

              Analysis of the 2003 Third Quarter Results

Although sales of $500,000 in the third quarter of 2003 were lower
than expected and significantly lower than sales of $1.3 Million
in the same period last year, gross profit margin rose
dramatically from 39.1% of sales in the third quarter of 2002 to
63.5% of sales in the third quarter of 2003.

Sales of $4.2 Million during the first nine months of 2003 are
down 4% from the same period last year. However, sales excluding
the former Oakwood Broadcast division have increased by 24% from
$2.7 Million to $3.3 Million. The gross profit margin of 43.8% of
sales is up by 2.2 percentage points versus the same nine month
reporting period in 2002. The favourable trend in gross profit
margin is expected to continue as the Oakwood Broadcast division
operated at significantly lower margins.

Selling and administrative expense reductions resulting from the
Oakwood Broadcast division sale on July 16, 2003 to related
parties, as previously reported, were $15,000/month.

Net loss of $750,000 for the current year to date compares to a
net loss of $328,000 for the same period last year. Large one time
expenses including severance and retirement allowances totaling
$252,000 related to the sale of the Oakwood Broadcast division and
the retirement of Ted Paley plus an increased provision of $99,000
against the future tax asset contributed to this larger loss.

OMT had a working capital deficiency of $187,000, a current ratio
of .9:1, cash of $207,000 and borrowings of $570,000 on its
operating credit of $700,000 at September 30, 2003.

Subsequent to quarter end, OMT obtained $500,000 in subordinated
debt financing from ENSIS Growth Fund Inc. with proceeds used to
fund the acquisition of the assets of the former musicmusicmusic
inc. and to provide additional working capital.

The company was out of covenant with the Business Development Bank
of Canada and Scotia Bank as of September 30, 2003. The Business
Development Bank of Canada waived compliance at September 30, 2003
and provided revised covenants thereafter. Scotia Bank waived
compliance until November 30, 2003 at which time revised covenants
will be in place and the company will be in compliance as a result
of the ENSIS financing transaction.

                            Outlook

Our strategic sales and marketing focus on targeted segments of
the radio broadcast market for OMT's iMediaTouch broadcast
software products is now generating positive momentum.

Revenue from the acquired assets is not expected to contribute
significantly until the first half of 2004.

While results for the current quarter are disappointing, the
management of OMT are focused on exploiting opportunities for both
OMT's core product offering and the acquired assets and achieving
profitability.

                           About OMT

OMT Inc. (TSX Venture: OMT), through its subsidiary, OMT
Technologies Inc., is an innovative leader in providing technology
and solutions to the media and broadcast industry. OMT's
broadcasting and multi-media technology is heard by millions of
people worldwide every day through television, radio, satellite,
cable and Internet broadcasts. To learn more about the company,
its products and services visit http://www.omttechnologies.com


OWENS: CSFB Demands Recovery of $650M Drawn on 1997 Facility
------------------------------------------------------------
Credit Suisse First Boston, as agent of the bank lenders, informs
the Court that by no later than March 1, 2000, Owens Corning
entered into settlement agreements, through its National
Settlement Program, with certain asbestos plaintiff law firms
requiring payments that exceeded the Debtors' ability to pay by
more than $500,000,000.  This was concealed from the Banks
despite Owens' knowledge.

These Law Firms may include:

   (1) Baron & Budd,
   (2) Ness, Motley,
   (3) Weitz & Luxenberg,
   (4) Kelly & Ferraro,
   (5) Goldberg Perskey, and
   (6) Silber Pearlman.

Mark D. Collins, Esq., in Richards Layton & Finger, P.A., in
Wilmington, Delaware, relates that the magnitude of Owens'
undisclosed obligations and its inability to meet them not only
constituted an event of default under the Credit Agreement, but
squarely placed Owens in the vicinity of insolvency, imposing a
fiduciary duty to make full disclosure to the Banks and to deal
with the Banks in good faith.  But Owens did just the reverse:

   -- it failed to disclose to the Banks that it was in default
      under the Credit Agreement;

   -- it failed to disclose that it entered into National
      Settlement Program agreements that exceeded its ability to
      pay by more than $500,000,000;

   -- it failed to disclose material facts about its financial
      condition; and

   -- it provided information to the Banks that was intentionally
      or recklessly false and misleading to induce the Banks to
      permit draws on the credit facility.

Exacerbating the breach of its duty to the Banks, Owens told the
asbestos plaintiff law firms on March 12, 2000, the truth about
its financial situation, while concealing the truth from the
Banks, thereby inducing the Banks to permit further draws, and
using the proceeds to pay the asbestos firms.  Owens informed the
National Settlement Program Executive Committee, which was a
group of lawyers representing the Asbestos Plaintiff Law Firms
participating in the NSP that the NSP was "oversubscribed" and
that payments already scheduled under the Program and committed
by Owens exceeded its ability to pay by at least $500,000,000
over the next 18 months.

Owens' actual obligations under its NSP Agreements exceeded the
$1,600,000,000 maximum amount permitted under the Credit
Agreement and the 3:1 leverage ration provided in the Article 8
Covenants by at least $575,000,000 up to $875,000,000 in a
"Slowdown Scenario."  Accordingly, during the March 12
Presentation, Owens wanted to enter into agreements with the
Asbestos Plaintiff Law Firms' to defer between $575,000,000 and
$875,000,000 in scheduled payments for Owens to remain in
compliance with the Article 8 Covenants.  Owens further proposed
to the NSP Executive Committee to defer Fibreboard Trust's
payment obligation by $450,000,000 otherwise due in 2000,
$140,000,000 due in 2001, $125,000,000 due in 2002, $50,000,000
due each in 2003, 2004 and 2005 because at the rate it is going,
the Fibreboard Trust would run out of money by 2004.

In contrast, Owens continued to publish optimistic assessments of
its financial conditions in its public filings.  The Banks were
not aware of the information set out in the March 12, 2000,
Presentation until September 2002 -- nearly two years after
Owens' Chapter 11 petition.

Relying on Owens' false and misleading statements and its
material omissions, the Banks did not declare a default under the
Credit Agreement, continued to allow draws on the credit
facility, and permitted Owens to incur an additional $650,000,000
in debt in ignorance of Owens' precarious financial situation.  
Under these circumstances, Mr. Collins contends that the Court
may and should impose a constructive trust on all funds drawn
under the credit facility and received by the Debtors and the Law
Firms during the relevant period.  

As a consequence of these continuing draws, and as a result of
Owens' intentional or reckless deception, by June 30, 2000, over
$1,300,000,000 was outstanding under the Credit Agreement -- a
doubling of the Banks' exposure on the loan in only four months
during a period when Owens was in the vicinity of insolvency,
owed a heightened and fiduciary duty to the Banks, and yet
falsely certified that it was not in default and intentionally
made other material misrepresentations to the Banks to induce the
drawdowns.

The majority of the funds drawn from the Credit Facility during
the period from at least March 8, 2000 through October 5, 2000
were used to make payments to the Asbestos Plaintiff Law Firms
under the NSP.  The Law Firms received NSP payments from funds
drawn under the Credit Agreement between March 8, 2000 and the
Petition Date.  

The payments made to Law Firms between at least March 8, 2000 and
the Petition Date were financed, directly or indirectly, by
borrowings from the Banks under the Credit Agreement.  These
payments and additional payments using funds drawn on the Credit
Facility beginning in January 1999 and paid up to the Petition
Date, were made by the Debtors and accepted by the Law Firms at a
time when both Owens management and the Law Firms knew that
Owens' obligations under the NSP Agreements exceeded its ability
to pay "by at least $500 million," and that this material
information were withheld from the Banks.

               Constructive Trust As To The Debtors

By virtue of the undisclosed fact that it was in the vicinity of
insolvency from at least March 1, 2000, Owens owed a fiduciary
duty to its creditor Banks.  Owens also owed the Banks a
fiduciary duty by virtue of its superior knowledge of its true
financial condition, which it concealed from the Banks while
revealing that truth to other creditors of the Company -- the
Asbestos Plaintiff Law Firms -- for the latter's benefit, at the
expense of the Banks.  This fiduciary duty required Owens to act
with good faith in dealings with the Banks, to protect and
promote the interests of the Banks, and to avoid taking any
action harmful to the Banks.

Mr. Collins asserts that Owens knowingly, deliberately and
recklessly deceived the Banks to induce them to continue to
advance funds to it -- at least $650,000,000 -- under the Credit
Facility.  

Under these circumstances, the Banks are entitled to the
imposition of, and the Court can impose, a constructive trust for
the benefit of the Banks on any funds Owens held, in an amount to
be proved at trial but currently estimated to exceed
$650,000,000, Mr. Collins asserts.

Pursuant to Section 541(d) of the Bankruptcy Code, the funds
deemed to be held by Owens in constructive trust are not property
of the estate, may not be distributed to any other creditors
under a plan of reorganization, and must be paid over to the
Banks for whose benefit the trust is imposed.

              Constructive Trust As To The Law Firms

The Law Firms received some or all of the funds improperly drawn
under the Credit Facility.  As a consequence of their receipt of
these payments, the Law Firms were unjustly enriched by an amount
to be proven at trial, but currently estimated to exceed
$650,000,000.

The Banks are entitled to the imposition of, and the Court can
impose, a constructive trust for the benefit of the Banks on any
funds held by any one or more of the Law Firms, in an amount to
be proven at trial but currently estimated to exceed
$650,000,000, Mr. Collins points out.

Accordingly, by this complaint, Credit Suisse First Boston asks
the Court to:

   (1) declare that the amounts drawn on the 1997 Credit
       Facility by Owens during the period from March 1,
       2000 through October 5, 2000, are held in constructive
       trust for the Banks;

   (2) declare the funds not to be property of Owens' estates
       pursuant to Section 541;

   (3) direct Owens immediately to pay over to the Banks
       the funds held in constructive trust or, alternatively,
       designating the amount as being recoverable in a plan of
       reorganization solely by the Banks, to the exclusion of
       all other creditors of Owens; and

   (4) as to the Law Firms, direct that any amounts paid by
       Owens to them during the period of at least March 1, 2000
       to October 5, 2000, be paid over to the Banks. (Owens
       Corning Bankruptcy News, Issue No. 63; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)   


PASMINCO: ONTZINC Corp. Makes Initial Bid To Acquire Assets
-----------------------------------------------------------
ONTZINC Corporation (OTZ - TSXV) announces that it has made an
unsolicited bid to acquire the assets of Pasminco, a major
Australian zinc mining company currently in bankruptcy protection.
Under the bid ONTZINC would acquire the assets of Pasminco for
approximately AUS$1.7 billion, consisting of AUS$1.3 billion in
cash, AUS$300 million in assumed environmental liabilities, and
AUS$80 million of lease commitments. ONTZINC also proposed an
issue of warrants to Pasminco's creditors to acquire shares of
ONTZINC. ONTZINC has requested a 30 day due diligence period to
conduct its investigations of the assets followed by an additional
30 days to close the transaction. The administrator for Pasminco
has rejected ONTZINC's initial bid. ONTZINC intends to continue to
further define its options to improve the bid.

ONTZINC has used the prominent Wall Street investment banker
Lazard Freres & Co. LLC in connection with the preparation of the
bid and ongoing valuations and proceedings. Financing for the bid
will be raised through equity and debt financing. Lazard Freres &
Co. LLC have soft circled the funds for the bid but no specific
terms have been entered into.

ONTZINC's Australian advisors are the firms of KPMG and Clayton
Utz, for accounting, legal and regulatory advice.

Pasminco entered bankruptcy protection in 2001. There are a
reported 52 creditors of Pasminco including such major financial
institutions as, National Australia Bank, ANZ Banking Group and
Westpac Bank, Societe Generale, Citigroup, Deutsche Bank and
Germany's Bayerische Hypo-und Vereinsbank.

Pasminco's key assets are the underground Rosebery zinc-lead-
silver mining operation in Tasmania, the Century open-pit zinc
mine in north-west Queensland and four smelters at Hobart, Port
Pirie, Australia, Clarksville, Tennessee and Budel, Netherlands.
Pasminco is the largest zinc-lead producer in the world.

Shares Outstanding: 165,112,277


PEABODY: Agrees with RAG Coal to Buy 2 Australian Operations
------------------------------------------------------------
Peabody Energy (NYSE: BTU) announced that it has signed a
memorandum of understanding with RAG Coal International AG to
purchase two high-quality metallurgical coal operations in
Queensland, Australia, and more than 100 million metric tonnes of
coal reserves.  The operations utilize both underground and
surface techniques, exporting approximately 7 million tonnes per
year to customers primarily in
Asia.
    
The transaction is subject to a number of conditions, including
Australian regulatory approval and the negotiation of definitive
agreements.  It is expected to be completed in the first half of
2004.

Peabody Energy (NYSE: BTU) (Fitch, BB+ Credit Facility and BB
Senior Unsecured Debt Ratings, Positive Outlook) is the world's
largest private-sector coal company, with 2002 sales of 198
million tons of coal and $2.7 billion in revenues.  Its coal
products fuel more than 9 percent of all U.S. electricity
generation and more than 2 percent of worldwide electricity
generation.


PERLE SYSTEMS: Passes Special Resolution to Consolidate Shares
--------------------------------------------------------------
Perle Systems Limited; (OTCBB: PERL), a leading provider of
networking products for Internet Protocol and e-business access,
announced that at a Special Meeting of the Shareholders, the
special resolution to consolidate its shares on the basis of one
new share for every two million old shares was passed. As set out
in its information circular, giving notice of the meeting, all
fractional shareholders will be bought out at Cdn$0.04 per share.
The Company has amended its Articles, accordingly. The Company has
also filed a Form 15 with the U.S. Securities and Exchange
Commission to suspend its continuous reporting obligations in the
United States and to deregister its common shares under U.S.
securities laws, and as a result its common shares are no longer
eligible to trade on the OTC Bulletin Board. It will also file
notice with applicable securities commissions in Canada that it
intends to deregister as a reporting issuer. Trading in the
Company's shares was suspended from the Toronto Stock Exchange on
September 4, 2003 and its shares were delisted on October 7, 2003.

Perle Systems is a leading developer, manufacturer and vendor of
high-reliability and richly featured networking products. These
products are used to connect remote users reliably and securely to
central servers for a wide variety of business applications. Perle
specializes in Internet Protocol (IP) connectivity applications,
including a 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 through
extensive networking technology, depth of experience in major
real-world network environments and long-term distribution and VAR
channel relationships in major world markets. Perle has offices
and representative offices in 12 countries in North America,
Europe and Asia and sells its products through distribution
channels worldwide. For more information about Perle and its
products, access the Company's Web site at http://www.perle.com.


PETROLEUM GEO: Updates Report on Financial Statement Matters
------------------------------------------------------------
Petroleum Geo-Services ASA (OSE: PGS; OTC: PGEOY), which emerged
from Chapter 11 proceedings on November 5, 2003, reported that it
continues to experience delays in completing an audit in
accordance with U.S. generally accepted auditing standards
("GAAS") of the Company's 2002 financial statements under U.S.
generally accepted accounting principles ("GAAP") and a re-audit
in accordance with U.S. GAAS of the Company's 2001 U.S. GAAP
financial statements. As previously disclosed in disclosure
documents relating to the Company's Chapter 11 proceedings, until
the audit and re-audit under U.S. GAAS are completed, PGS will be
unable to file an annual report that contains audited financial
statements for three full fiscal years. For so long as this
condition exists, the Company will be precluded from, among other
things, listing its American Depositary Shares on a U.S. national
securities exchange or on the Nasdaq Stock Market. A delay in
listing of the Company's ADS's in the U.S. may have a negative
impact on their liquidity.

PGS is in compliance with applicable Norwegian requirements with
respect to its reported audited Norwegian GAAP Financial
Statements for 2002.

Completion of the audit and re-audit under U.S. GAAS has been made
more difficult by a combination of factors, including the demands
of the recently completed Chapter 11 process and the
organizational changes which accompanied that process, the need to
implement "fresh start" accounting following emergence from
Chapter 11 and preparation for the audit of the financial
statements for 2003. In addition, in connection with the audit and
re-audit process under U.S. GAAS for the 2001 and 2002 financial
statements, the Company's independent auditor, Ernst & Young, has
issued to the Company a material weakness letter that identifies
the following material weaknesses: (1) insufficient documentation
of or adherence to policies and procedures; (2) inadequate U.S.
GAAP expertise in the Company; (3) insufficient support for
accounting books and records; and (4) insufficient supervision and
review control activities. These material weaknesses may also
contribute to a delay in and make more difficult completion of the
audit and re-audit discussed above.

In response to the material weakness letter, PGS has developed and
is actively implementing a plan and timetable to address the
matters identified by Ernst & Young, including hiring new
personnel with U.S. GAAP expertise, improving overall U.S. GAAP
expertise throughout the accounting organization and upgrading the
corporate business controller function within PGS.

There can be no assurance as to whether or when the audit and re-
audit described above can be completed. In addition, as previously
disclosed, if and when completed the audit and re-audit could
result in restatements of the Company's previously filed U.S. GAAP
audited financial statements and restatements of or other
adjustments to its 2003 U.S. GAAP financial statements. Those
restatements and adjustments could be material; however, whether
positive or negative, they are expected to be of a non-cash nature
and only have an impact on historical financial statements.
Financial statements post "fresh start" accounting are not
expected to be impacted. Furthermore, there can be no assurance
that the audit and re-audit, although being conducted for U.S.
GAAP purposes, will not have an impact on Norwegian GAAP financial
statements.

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in geophysical and floating
production services. PGS provides a broad range of seismic- and
reservoir services, including acquisition, processing,
interpretation, and field evaluation. PGS owns and operates four
floating production, storage and offloading units (FPSO's). PGS
operates on a worldwide basis with headquarters in Oslo, Norway.
For more information on Petroleum Geo-Services visit
http://www.pgs.com.  


PG&E: Classification & Treatment of Claims Under Amended Plan
-------------------------------------------------------------
In accordance with Section 1122 of the Bankruptcy Code, PG&E
National Energy Group Inc.'s First Amended Plan provides for the
classification of claims and equity interests.  Section 1122(a)
permits a plan to place a claim or an interest in a particular
class only if the claim or interest is substantially similar to
the other claims or interests in that class.

Pursuant to Section 1123(a)(1), Administrative Expense Claims,
Professional Compensation and Reimbursement Claims, and Priority
Tax Claims are not classified and the holders of these Claims are
not entitled to vote to accept or reject the Plan.  Allowed
Administrative and Allowed Priority Claims are to be paid in full
on the Effective Date of the Plan, or, for ordinary course
Administrative Claims, when the claims become due and, for tax
claims, as contemplated under Section 507(a)(8).

Claims against and Interests in NEG are classified for all
purposes including voting, confirmation and distribution
pursuant to the Plan and pursuant to Sections 1122 and
1123(a)(1).  A Claim or Interest will be deemed classified in a
particular Class only to the extent that the Claim or Interest
qualifies for the description and will be deemed classified in a
different Class to the extent that any remainder of that Claim or
Interest qualifies for the description of that different Class.  
A Claim or Interest is in a particular Class only to the extent
that the Claim or Interest is allowed in that Class and has not
been paid or settled before the Effective Date.

Class  Description               Recovery Under The Plan
-----  -----------               -----------------------
N/A   Administrative Claims     Allowed Claimholders will get:

       Cost of administration    (a) cash equal to the unpaid
       of the Chapter 11 case.       portion of the Claim; or
       Includes employee
       retention payments,       (b) a different treatment
       cure payments owed in         agreed by the parties in
       leases and contracts,         writing.
       and other
       administrative claims.    Additional Postpetition Claims
                                 will be paid if incurred in the
                                 ordinary course of business.

                                 100% estimated recovery

N/A   Fee Claims                Holders will receive:

       Fees of employed          (a) Cash equal to the unpaid
       professionals or of an        portion of the Claim; or
       indenture trustee which
       are entitled to a         (b) another treatment agreed by
       priority status,              the parties in writing.
       including expenses of
       member of an Official     100% estimated recovery
       Committee.

N/A   Priority Tax Claims       Holders will receive:

       Claims for taxes          (a) Cash equal to the unpaid
       entitled to priority          portion of the Claim; or
       in payment under
       Section 507(a)(8)         (b) another treatment agreed by
                                     the parties in writing; and

                                 (c) including Postpetition
                                     Interest.

                                 100% estimated recovery

  1    Secured Claims            Unimpaired

                                 The Claim will be satisfied by
                                 either:

                                 (a) reinstating the Claim, that
                                     is, leaving the legal,
                                     equitable, and contractual
                                     rights unaltered pursuant
                                     to Section 1124, including:

                                     -- curing all defaults
                                        other than those related
                                        to the financial
                                        condition of the
                                        relevant Debtor or its
                                        status as a debtor under
                                        the Bankruptcy Code; and

                                     -- reinstating the maturity
                                        date of the Claim; or

                                 (b) paying the Claim in full,
                                     in Cash.

                                 100% estimated recovery

  2    Priority Claims           Unimpaired, Paid in full in Cash

                                 100% estimated recovery

  3    General Unsecured         Impaired
       Claims
                                 Holders will receive its Ratable
       Includes, without         Share of:
       limitation, bondholder
       claims, unsecured         (a) [[_____]%[_____]] shares of
       claims of Debtor-             the New Common Stock;
       affiliates, and claims
       of trade vendors.         (b) the New Tranche A Notes;

                                 (c) the New Tranche B Notes;

                                 (d) the Class 3 Cash; and

                                 (e) the Contingent Value Rights.

                                 NEG obligations under the Old
                                 Senior Notes, the Revolving
                                 Credit Agreement, the Equipment
                                 Revolver Guarantee, the La
                                 Paloma Guarantee, the Lake Road
                                 Guarantee, and the GenHoldings
                                 Guarantee will be allowed as
                                 Class 3 Claims in the amounts
                                 set forth by the Plan, and not
                                 be subject to set off,
                                 recoupment, subordination,
                                 recharacterization, or
                                 counterclaim.

                                 Solely with respect to the
                                 Project Guarantee Claims:

                                 (a) the allowance of the Project
                                     Guarantee Claim will result
                                     in an aggregate recovery
                                     exceeding 100% of the amount
                                     -- from all sources, with
                                     any non-Cash portion of the
                                     recovery to be valued as of
                                     the Effective Date;

                                 (b) any holder that objects will
                                     no receive any distribution
                                     until the objection is
                                     resolved.

  4    Subordinated Claims       Impaired, No distribution

       Including, but not
       limited to all Claims
       of PG&E Corporation.

  5    Equity Interests          Impaired, No distribution
(PG&E National Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


PHOTON CONTROL: Market Acceptance Critical for Continued Ops.
-------------------------------------------------------------
Photon Control Inc. (TSX-VEN:PHO), a leading developer of photonic
sensors and controls, reported financial results for the three
months ended September 30, 2003.

Commenting on the results, S. Robert Blair, Executive Chair and
President, stated, "Our development program is on track to
complete the flow meter technology and we will start field testing
with our development partners starting in December. We continue to
receive requests for information about our optical flow meters
from around the world, which reinforces what we have heard from
the oil and gas industry in western Canada about the need for our
initial flow meter applications. Sales of the temperature sensors
under our contract with Advanced Surfaces have begun, which will
build as the new Cool/Heat(TM) patient mattresses gain sales
traction. It is also very gratifying to contribute to something
that has already begun improving the lives of young patients in
surgery. "

    Discussion of Operations and Financial Condition

The Company is a development stage company as defined by the CICA
Accounting Guidelines and the BC Securities Commission, since the
Company is devoting substantially all of its efforts to
establishing a new business with its proprietary photonic
technology and planned principal operations have not yet
substantially commenced. The following should be read in
conjunction with the Company's unaudited financial statements for
the nine months ended September 30, 2003 and 2002 and the
accompanying notes thereto.

    Business Development Activities

Under the contract with Advanced Surfaces, considerable effort was
committed by both Advanced Surfaces and the Company during Q3 2003
to complete the Cool/Heat(TM) patient heating mattress product. An
initial small number of temperature sensors and switches were
shipped under this contract in September 2003 for use in
Cool/Heat(TM) mattresses employed in an important hospital trial
in a children's hospital in California. A spokesperson for
Advanced Surfaces reported that during numerous surgeries, all of
the young patients maintained desirable internal body temperature.
This is significant because children are particularly vulnerable
to suffering hypothermia because of their higher surface area
relative to internal mass. After a variety of test runs, an
initial commercial shipment started at the end Q3 2003. The
Company's components used in the Cool/Heat(TM) product received UL
approval in September 2003.

The Company was represented at the annual conference of the
American Society of Anesthesiologists held in San Francisco on
October 12-14, 2003, during which the Cool/Heat(TM) mattresses
using the Company's products were unveiled to that profession. The
President of Advanced Surfaces, Kent Ellis, reports that the
reception was very positive and that expectations for interest in
the product and hospital orders have been exceeded. Management
believes that the commitments of Advanced Surfaces to purchase
approximately $1.3 million of the Company's products in the first
12 months will be realized.

As previously reported, the Company is concentrating its marketing
activities on special applications in which the performance of
optical technology offers unique advantages in order to develop
sales such as temperature measurement in industrial microwave
dryers. Another example is temperature sensor systems for use in
the windings area of high voltage transformers. To this end, the
Company began working with PowerTech Labs, a wholly-owned
subsidiary of BC Hydro, and entered into a testing agreement
under which PowerTech will use the Company's sensors to measure
the temperature in a transformer during destructive testing. A
date for this test has yet to be finalized. The Company is also in
discussion with several manufacturers of transformers and
condition-based maintenance systems to explore direct sales as an
original equipment supplier.

The Company engaged a European sales agent, Safibra of the Czech
Republic, in Q3 2003. The management of Safibra is personally  
known to the Company's personnel. Management believes that Safibra
is a good choice because of their extensive knowledge of fibre
optic sensors and systems and experience in selling similar high-
tech products.

In September 2003 the Company presented information about its
optical flow meters to a gathering of over 100 members of the
Petroleum Technology Alliance Canada held in Calgary. A follow-up
session was also organized and attended by oil and natural gas
producers. Others involved in the production of bio-gas, a by-
product of landfills, also attended as there is a potential fit of
OFM technology to that market. Those present confirmed the
Company's understanding that better metering solutions are
required for a number of applications and the highest priority
were for measurement of:

    - vent, flare and bio-gas
    - shallow well natural gas or coal bed methane
    - saturated steam.

Discussions have continued with those interested companies about
how to involve them in a trial program to test the meters in field
applications.

The Company has been very active in business development aimed at
forming strategic partnerships with major customers and
manufacturing partners. This activity is expected to bring the
benefit of manufacturing reputation, customer base and established
sales channels to accelerate sales. An example of this model is
the activity with major customers in the petroleum industry where
the development of the first OFM products is proceeding with the
direct input of several major customers. The Company started a
project with the Alberta Research Council, headquartered in
Edmonton, Alberta. ARC has very high-quality facilities including
the George Govier Laboratory, with the capacity for flow
simulation and calibration needed for finalizing the meter for its
various applications. ARC and the Company also agreed to
collaborate on an application for an "intelligent systems" project
eligible for sponsorship from PRECARN Incorporated, funded by the
federal government. The total project costs are expected to be
approximately $600,000 with the PRECARN program potentially
contributing $200,000. The results will be a more accurate flow
meter, with objective test results supporting the Company's flow
meter sales and ultimately sophisticated customer interface
options.

    Product Development

Development work continued on OFM technology. Two prototype OFM's
were built and experimental studies were started in airflow and
saturated steam. A patent application for a version of the laser-
two-focus OFM was submitted. Two more patent applications have
been prepared, one for multiphase flow measurement using multi-
channel cross-correlation analysis (main application - saturated
steam), and another on high accuracy OFM technology. A novel
signal processing method was developed based on correlation
analysis for use in fiber optic pressure sensors. It allows faster
signal processing than previously developed phase methods.
Development started in Q3 2003 on pressure and temperature sensors
for down-hole applications using glass fibre for applications
requiring longer cable runs.

Dr. Ivan Melnyk, CTO, has been asked to join the committee of the
Institute of Electrical and Electronic Engineers responsible for
evaluating winding temperature measurement in transformers. Dr.
Melnyk will be involved in peer review of the papers being
prepared by the committee and will contribute data for inclusion
in the committee's findings.

    Other Developments

The Company added a new member to the Board of Directors. Doug
McNeill of StreamFlo Industries, headquartered in Edmonton,
Alberta, was appointed to the Board effective September 25, 2003.
Mr. McNeill has had over 20 years experience in the petroleum
sector, largely in equipment manufacturing.

    Loss for the Period

The loss for Q3 2003 was $478,892 compared to a loss of $396,944
in Q3 2002, as a result of the Company adding resources and
facilities in preparation for increased commercial operations and
due to the increased product development activities. The loss for
YTD 2003 was $1,471,110 compared to a loss of $815,187 in YTD
2002. Expenses increased $673,418 in YTD 2003 compared to YTD 2002
primarily as a result of the Company adding employees and
facilities in preparation for increased commercial operations and
due to increased product development activities.

    Revenue

Revenue of $47,925 for Q3 2003 was generated from the sale of
temperature sensors and LUMItouch(TM) products. There were
revenues of $12,882 for the three months ended September 30, 2002
(Q3 2002) from sales of LUMItouch(TM) products.

    Subsequent Events

Shelby L. Morley of Houston, Texas, joined the Board of Directors
effective October 1, 2003. Just prior to joining the Board, Mr.
Morley was Chief Executive Officer for Instromet for 15 years, a
manufacturer of ultrasonic flow meters.

The Cool/Heat product for Advanced Surfaces has received Food and
Drug Administration approval and is now cleared for commercial
sales of the product.

On November 19, 2003 The Company signed a product distribution
agreement with the CBC Company Ltd. of Japan who will act as the
Company's sole agent to sell the LUMItouch(TM) products in Japan.
CBC has undertaken to seek approval for use of the LUMItouch(TM)
products for clinical use with fMRI and MEG diagnostic devices in
Japan.

    Liquidity and Solvency

At September 30, 2003, the Company had $279,385 in cash and cash
equivalents compared to $173,394 in cash and cash equivalents and
short-term investments as at December 31, 2002 and $355,559 at
September 30, 2002. In addition there was a working capital
deficiency of $300,919 as at June 30, 2003 compared to a
deficiency of $362,235 as at December 31, 2002 and working capital
of $33,193 at September 30, 2002. This reduction in liquidity and
increased working capital deficiency were caused by continuing
losses from operations, and the Company continued to fund its
operations during Q3 2003 by issuing common shares. In a private
placement that straddled Q2 2003 and Q3 2003, gross proceeds of
$668,245 were raised in Q3 2003 for total gross proceeds from the
private placement of $1,252,336.

The Company's future operations are dependent upon the market's
acceptance of its products in order to ultimately generate future
profitable operations, and the Company's ability to secure
sufficient financing to fund future operations. There can be no
assurance that the Company's new products will be able to secure
market acceptance. Management is of the opinion that sufficient
working capital will be obtained from operations or external
financing to meet the Company's liabilities and commitments as
they become due, although there is a risk that additional
financing will not be available on a timely basis or on terms
acceptable to the Company.

Photon Control Inc. develops products that use light (photons) for
measurement and control, using the inherent advantages of light
over electricity: the immunity to electromagnetic and RF
interference, the absence of hazards from electrical arcing or
sparking or susceptibility to corrosion and short-circuiting.
Photon's products offer improvements in cost, performance and
safety. Photon manufactures its controls and sensors for
challenging environments and its LUMItouch(TM) optical response
keypad for research. Photon is currently developing other photon-
controlled products for industry including optical gas flow
meters.


PILLOWTEX: Has Until December 29 to Make Lease-Related Decisions
----------------------------------------------------------------
The Pillowtex Debtors were parties to numerous leases of non-
residential real property.  The Debtors have begun the process of
reviewing and analyzing certain of their unexpired non-residential
real property leases.  However, the Debtors will not and cannot
complete that process within the 60 days time allotted to them
under Section 365 of the Bankruptcy Code.  

Accordingly, the Debtors sought and obtained Court approval to
extend through and including December 29, 2003, the lease decision
period for all non-residential real property leases to which they
are a party. (Pillowtex Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


PLAINTREE SYSTEMS: May Cease Operations If Unable to Raise Funds
----------------------------------------------------------------
Plaintree Systems Inc. announced, a net income of $272,425 for the
2nd quarter of fiscal year 2004. This compares favourably to a
loss of $1,591,768 for the corresponding period a year ago.
Operational expenses decreased in Q2, 2004 by $391,988 to
$239,423, down from $631,411 for the corresponding period in
fiscal 2003.

"It is important to point out that the main contributors to this
profitable quarter were the dramatic reduction in operating costs
we have worked so hard on, as well as the revenues from the
manufacturing partnership we announced this Fall," said David
Watson, CEO. "The gain resulting from the creditors' proposal also
helped the revenue figure. World wide interest in the Plaintree
product is strong right now and we are hoping for revenue from
sales to become material soon."

Plaintree also notes that it continues to have the "e" designation
attached to its trading symbol on the OTCBB. Plaintree has filed
the missing information with the United States Securities and
Exchange Commission that triggered the "e" designation and such
designation should be removed shortly.

Plaintree continues to investigate sources of financing. However,
if
Plaintree is not successful in obtaining the necessary funding
and/or if Plaintree does not meet its existing forecast,
continuation of the existing business may not be viable. There can
be no assurance that Plaintree will be able to raise additional
capital or that anticipated revenues will materialize or be at a
level sufficient to sustain Plaintree's operations.

Ottawa-based, Plaintree Systems Inc. (http://www.plaintree.com),
develops and manufactures the WAVEBRIDGE series of Free Space
Optical wireless links using Class 1, eye-safe LED (Light Emitting
Diode) technology providing high-speed network connections for
ISPs, traditional telcos, GSM or cellular operators, airports and
campus networks. Acting as a replacement for cable, fiber or radio
frequency systems, the WAVEBRIDGE links offer broadband access
with no spectrum interference problems, and same day installation
for rapid network
deployment. Plaintree also supports and manufactures its existing
lines of robust and user friendly network switches.

Plaintree is publicly traded in Canada on The Toronto Stock
Exchange (Symbol: LAN) and in the U.S. on the OTC BB (LANPF), with
90,221,634 shares outstanding.

The Company's March 31, 2003, balance sheet discloses a working
capital deficit of about $1 million and a net capital deficit
topping $905,000.


RELIANCE GROUP: Court Clears Committee's Retention of Altman
------------------------------------------------------------
The Official Unsecured Creditors' Committee of Reliance Group
Holdings sought and obtained the Court's authority to retain
Altman & Cronin Benefit Consultants, in San Francisco, California,
as actuarial consultants.

As the Committee's consultant, Altman is expected to:

  1) review existing actuary calculations on employee benefit
     plan liabilities;

  2) review PBGC claims documentation and correspondence;

  3) advise the Committee on the reasonableness of PBGC's claims;

  4) participate in PBGC negotiations concerning claim
     adjustments; and

  5) render other advisory or consulting services as requested by
     the Committee.

Altman will be entitled to hourly compensation with an agreed
$30,000 cap, subject to increase pursuant to additional advisory
or consulting services as the Committee requests.  Altman's
current hourly rates are $375 for principals.  Altman will also
seek reimbursement for out-of-pocket expenses.  Altman will not
charge nor seek compensation for any fees related to travel time.
Ian H. Altman, co-founder and principal at Altman, assures the
Committee and Judge Gonzalez that his firm is a "disinterested
person" under Section 101(14), as modified by Section 1103(b) of
the Bankruptcy Code.  Altman does not hold or represent an
interest adverse to the Debtors, their estates or their
creditors. (Reliance Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., 215/945-7000)     


SIMULA: Updates Estimated Merger Consideration To Shareholders
----------------------------------------------------------------
Simula, Inc. (AMEX: SMU) provided an updated estimate of merger
consideration payable to shareholders in connection with the
pending merger with Armor Holdings, Inc. (NYSE: AH). Simula's
proxy statement provides for periodic updates of such estimated
consideration.

Armor Holdings will acquire Simula for $110.5 million, subject to
adjustment pursuant to terms of the merger agreement. After
payment of outstanding indebtedness and expenses, Simula's
management estimates as of November 25, 2003 that the merger
consideration payable to shareholders at closing pursuant to the
merger agreement will be approximately $43.3 million or
approximately $3.19 per share. Estimates of merger consideration
are subject to adjustment, and there is no floor or minimum on the
merger consideration to be paid by Armor Holdings for each share
of Simula common stock. This estimate is for the purposes of
illustration only, and the actual, final per share merger
consideration payable to Simula's shareholders is subject to
numerous factors and variables. Comprehensive information on the
merger and merger consideration is set out in Simula's proxy
statement dated November 10, 2003, filed with the Securities and
Exchange Commission, and available on Simula's Web site at
http://www.simula.com.

Simula will provide its shareholders updated information regarding
the calculation of the final per share merger consideration to be
paid by Armor Holdings for each share of Simula common stock under
the merger agreement, by the issuance of a final press release on
or before December 4, 2003, the filing of a Form 8-K under
Sections 13 or 15(d) of the Securities Exchange Act of 1934 with
the Securities and Exchange Commission, and the posting of the
press release and Form 8-K on Simula's Web site at
http://www.simula.com.

Simula has scheduled a special meeting of its shareholders to vote
upon a proposal to approve and adopt the merger agreement and
approve the merger on December 5, 2003.

Simula -- whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $40 million -- designs and
makes systems and devices that save human lives. Its core markets
are military aviation safety, military personnel safety, and land
and marine safety. Simula's core technologies include energy-
absorbing seating systems, inflatable restraints, advanced polymer
materials, lightweight transparent and opaque armor products,
emergency bailout parachutes and military personnel protective
equipment. For more information, go to http://www.simula.com   


STOLT-NIELSEN: Lenders Extend Covenant Waivers Until December 15
----------------------------------------------------------------
Nielsen S.A. (Nasdaq: SNSA; Oslo Stock Exchange: SNI) said that
its primary lenders agreed to extend the waivers of covenant
defaults granted by the lenders until December 15, 2003.

In addition, SNSA said that it will pay down its $180 million
revolving credit facility by $20 million, and received an
extension on repayment of the remaining $160 million until
December 15, 2003. Lenders have also agreed to extend waivers of
covenant defaults related to Stolt Offshore S.A.'s (Nasdaq: SOSA;
Oslo Stock Exchange: STO) credit facilities, which SOSA is
currently working to renegotiate, also until December 15, 2003.

The relatively short waiver extensions were granted to allow SNSA,
SOSA and their lenders additional time to put in place longer term
agreements.

"Working with our lenders over the past several months, we have
made progress toward the development of a mutually satisfactory
resolution to our current financial situation," said Niels G.
Stolt-Nielsen, Chief Executive Officer of SNSA. "We are currently
pursuing several near-term refinancing alternatives, as well as
the sale of certain assets, that, when achieved, would improve our
liquidity, reduce debt and strengthen our balance sheet."

Consistent with these efforts to strengthen the company's
financial condition and restructure its debt, SNSA also reported
that no interim dividend for the fiscal year ending November 30
will be paid.

SNSA also announced that it has reached a definitive agreement
regarding the sale of its minority interest in Dovechem Holdings
Pte Ltd., which has interests in terminals and drum manufacturing
in China and South East Asia, for a cash consideration of
approximately $24 million. The transaction is expected to close in
December 2003. SNSA said that the divestiture of this non-
strategic asset was made as part of its overall and ongoing
efforts to enhance the company's financial condition.

SNSA also noted that its wholly owned subsidiary, Stolt Sea Farm
Holdings PLC, has concluded the sale and leaseback of 30 percent
of its Australian- government quota of Southern Bluefin tuna. The
sale of the quotas is expected generate gross cash sale proceeds
of about $24 million. The agreement enables Stolt Sea Farm to
preserve its valued customer relationships, while unlocking a
portion of the substantial value in its Australian bluefin quotas,
which have appreciated substantially since SSF acquired them in
2000.

Combined with the previously announced sale and leaseback of three
ships with Dr. Peters GmbH & Co., the company will, upon
completion of the Dovechem sale, have raised proceeds of
approximately $100 million since late August.

Mr. Stolt-Nielsen added, "For the fiscal fourth quarter ended
November 30, results at Stolt-Nielsen Transportation Group were in
line with our expectations. Going forward, we expect this business
to benefit increasingly as global economic conditions continue to
improve. At Stolt Sea Farm, while salmon pricing improved somewhat
in the fiscal fourth quarter, business results remained poor.
Market analysts anticipate improved salmon pricing in 2004. It is
our objective to manage SSF to be self sufficient in terms of its
funding requirements. SOSA continues to make progress against its
Blueprint for recovery."

Stolt-Nielsen S.A. is one of the world's leading providers of
transportation services for bulk liquid chemicals, edible oils,
acids, and other specialty liquids. The Company, through its
parcel tanker, tank container, terminal, rail and barge services,
provides integrated transportation for its customers. The Company
also owns 63.5 percent of Stolt Offshore S.A. (Nasdaq: SOSA; Oslo
Stock Exchange: STO), which is a leading offshore contractor to
the oil and gas industry. Stolt Offshore specializes in providing
technologically sophisticated offshore and subsea engineering,
flowline and pipeline lay, construction, inspection, and
maintenance services. Stolt Sea Farm, wholly-owned by the Company,
produces and markets high quality Atlantic salmon, salmon trout,
turbot, halibut, sturgeon, caviar, bluefin tuna, and tilapia.


TIMELINE: Needs Capital Infusion to Ensure Continued Operations
---------------------------------------------------------------
Timeline Inc. has historically suffered recurring operating losses
and negative cash flows from operations. As of September 30, 2003,
the Company had negative net working capital of approximately
$167,000 and had an accumulated deficit of approximately
$10,259,000 with total shareholders' equity of approximately
$264,000. The Company's condensed consolidated financial
statements were prepared in accordance with accounting principles
generally accepted in the United States of America, assuming that
the Company will continue as a going concern. However, its
auditors added an explanatory paragraph to their opinion on the
Company's 2003 financial statements stating that there was
substantial doubt about Timeline's ability to continue as a going
concern. Management believes that current cash and cash equivalent
balances are adequate resources to fund operations, as well as
costs and expenses of any patent litigation it undertakes, through
the balance of fiscal 2004. Management is contemplating a number
of alternatives to enable the Company to continue operating
including, but not limited to:

     *    exploring strategic alternatives, which may include a
          merger, asset sale, joint venture or another comparable
          transaction;

     *    raising additional capital to fund continuing operations
          by private placements of equity or debt securities or
          through the establishment of other funding facilities;

     *    forming a joint venture with a strategic partner or
          partners to provide additional capital resources to fund
          operations; and

     *    loans from management or employees, salary deferrals or
          other cost cutting mechanisms.

None of these potential alternatives may be available to the
Company, or may only be available on unfavorable terms. There can
be no assurance that any of these alternatives will be successful.
If the Company is unable to obtain sufficient cash when needed to
fund its operations, it may be forced to seek protection from
creditors under the bankruptcy laws and/or cease operations.

The Company's inability to obtain additional cash as needed could
have a material adverse effect on its financial position, results
of operations and its ability to continue in existence.


UNITED AIRLINES: Court Permits TPI's Retention as Appraisers
------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, related that
The United Airlines Debtors previously sought approval to employ
Transportation Planning, Inc., to conduct valuations of certain
leaseholds at the Los Angeles International Airport and the San
Francisco International Airport.  The Debtors were seeking
declaratory judgments from the Court that their obligations under
Section 354(d)(3) of the Bankruptcy Code do not include an
obligation to make debt service and principal payments on special
facility revenue bonds issued in connection with construction at
SFO and LAX.  The Court approved the First Application on
May 23, 2003.  In August, the Court approved the Stub Rent
Procedures, necessitating that the Debtors conduct valuations of
leaseholds where the lessors have asserted a right to stub rent.  

The Debtors sought and obtained the Court's permission to employ
TPI pursuant to Section 327(a) as appraisers for the Stub Rent
Valuations, nunc pro tunc to September 23, 2003.  TPI may also be
called as an expert witness.

TPI will provide an independent, third party, objective opinion of
the value of designated real and personal property holdings for
certain locations.

TPI will be paid an hourly consulting rate of $350, plus
reasonable out-of-pocket expenses.  TPI will not be authorized to
complete services at any one site if the fees will exceed $5,000
without the Debtors' prior written consent. (United Airlines
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


WORLDCOM INC.: Settles America West's Claim Dispute
---------------------------------------------------
America West Airlines, Inc. hosts a FlightFund Program pursuant
to which individuals enrolled in the program are issued frequent
flyer miles for traveling on America West and for purchasing
certain goods and services offered by participating companies in
association with the FlightFund Program.  In connection with the
FlightFund Program, on May 15, 2000, the Worldcom Debtors entered
into a frequent flyer mile purchase agreement with America West.

As part of their restructuring, the Debtors rejected the
FlightFund Agreement, effective as of April 30, 2003.

On January 21, 2003, America West filed Claim No. 18942 against
the Debtors for $8,912,667.  The Claim asserts, among other
things, that "all amounts due under the terms of the [FlightFund
Agreement] from and after July 21, 2002 . . . constitute
administrative priority expenses."

Since the Petition Date, the Debtors have paid down $900,000 for
the Claim.  The Debtors dispute the amount of the Claim and
whether the Claim is allowable as an administrative expense.

On October 3, 2003, America West objected to the Debtors' Second
Amended Reorganization Plan.  America West set forth various
concerns relating to the treatment of its Claim under the Plan.  
The Debtors dispute whether the Claim should be treated
differently under the Plan.

To resolve the Claim and the Objection, the Debtors and America
West negotiated a stipulation.  As approved by the Court, the
Stipulation provides that:

   -- America West will have an Allowed Administrative Expense
      Claim for $1,000,000 payable on or as soon as practicable
      after the Effective Date of the Plan;

   -- America West releases the Debtors from all claims that it
      has asserted or could assert;

   -- America West will have a $7,000,000 Allowed General
      Unsecured Claim to be treated as a Class 6 Claim under the
      Plan.  The Unsecured Claim represents America West's
      prepetition claims and rejection damages against the
      Debtors minus the Administrative Claim, in full and
      complete satisfaction of all Claims against the Debtors;

   -- Claim No. 18942 is deemed to embody the Unsecured Claim and
      is reduced and allowed as a Class 6 General Unsecured Claim
      for $7,000,000 in accordance with the terms of the Plan;
      and

   -- the Plan Objection is withdrawn.

The Debtors and America West release each other from any and all
claims or causes of action related to the FlightFund Agreement.

America West will assign and transfer its entire interest in the
$7,000,000 Class 6 General Unsecured Claim to a third-party
purchaser pursuant to the terms of an agreement that is
reasonably satisfactory to America West.  The Court authorizes
America West to execute a binding agreement with a financially
responsible third-party to sell its $7,000,000 Allowed Class 6
General Unsecured Claim. (Worldcom Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


W.R. GRACE: Court Okays Protiviti as Sarbanes-Oxley Advisors
------------------------------------------------------------
The W.R. Grace Debtors sought and obtained the Court's authority
to employ Protiviti LLP as Sarbanes-Oxley compliance advisors,
nunc pro tunc to June 30, 2003.

Protiviti's services include:

       (1) Identification and prioritization of financial
           statement elements by working with Grace Internal
           Audit professionals to visit operating sites, both
           international and domestic;

       (2) Documenting the Pilot "Close the Books" and
           Financial Reporting Processes by working with
           Internal Audit professionals to develop remediation
           plans and with operating professionals to implement
           necessary remediation;

       (3) Completion of Sarbanes-Oxley Act Diagnostic Tool,
           and perform testing of the controls to ensure
           readiness for external audit of internal controls
           in 2004;

       (4) Identification of key contacts and documentation
           available to supporting critical processes by
           documenting the controls in place at client sites
           in accordance with standards established for
           Sarbanes-Oxley compliance; and

       (5) Validation of the results of Phase I with external
           auditors.

Protiviti, at the Debtors' request, may also render additional
related support deemed appropriate and necessary to the benefits
of the Debtors' cases.  The Debtors argued that these services are
"necessary to enable [them] to maximize the value of their
estates and to reorganize successfully."

The Debtors will compensate Protiviti in accordance with its
customary hourly rates.  The normal hourly rates charged by
Protiviti personnel are:

             Managing Director              $300
             Associate Directors             275
             Managers                        225
             Senior Consultants              175
             Consultants                     150

(W.R. Grace Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total          
                                Shareholders  Total     Working   
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)             
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.      
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)     
Cubist Pharmaceuticals  CBST         (7)         221      131    
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Caraco Pharm Labs       CPD         (20)          20       (2)               
Centennial Comm         CYCL       (579)       1,447      (98)     
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
Education Lending Group EDLG        (26)       1,481      N.A.                
Graftech International  GTI        (351)         859      108   
Hexcel Corp             HXL        (127)         708     (531)   
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Inkine Pharm            INKP         (6)          14        5
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)   
Kos Pharmaceuticals     KOSP        (75)          69      (55)  
Lodgenet Entertainment  LNET       (101)         298       (5)
Lucent Technologies     LU       (3,371)      15,747    2,818        
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)   
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154  
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.     
Microstrategy           MSTR        (34)          80       (7)       
Nuvelo Inc.             NUVO         (4)          27       21  
Northwest Airlines      NWAC     (1,483)      13,289     (762)   
ON Semiconductor        ONNN       (525)       1,243      195   
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (2,830)      29,345     (475)   
Quality Distribution    QLTY       (126)         387       19   
Rite Aid Corp           RAD         (93)       6,133    1,676    
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
Sigmatel Inc.           SGTL         (4)          18       (1)      
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33     
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)  
Thermadyne Holdings     THMD       (665)         297      139                 
TiVo Inc.               TIVO        (25)          82        1   
Triton PCS Holdings     TPC         (60)       1,618      173     
Tessera Technologies    TSRA        (74)          24       20
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)    
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)    
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.   
Warnaco Group           WRNC     (1,856)         948      471         
Western Wireless        WWCA       (464)       2,399     (120)   
Xoma Ltd.               XOMA        (11)          72       30

                          *********

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.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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

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

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

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***