TCR_Public/051129.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, November 29, 2005, Vol. 9, No. 283   

                          Headlines

110 MEDIA: Sept. 30 Balance Sheet Upside-Down by $1.7 Million
A4S SECURITY: Incurs $1.9 Million Net Loss in Third Quarter
AB LIQUIDATING: Wants Until Dec. 9 to Object to Claims & Interests
AMERICAN MEDIA: Posts $10.9 Mil. Net Loss in 2nd Fiscal Qtr. 2005
ANCHOR GLASS: Jones Day Approved as Special Counsel

ARMSTRONG WORLD: Wants Court OK on EDC Finance & F&M Sale Pact
ASARCO LLC: Has Until March 7 to File Plan of Reorganization
ASARCO LLC: Court Okays Lehman Brothers as Financial Advisor
ASARCO LLC: CB Richard Ellis Approved as Financial & Mktg. Advisor
ATA AIRLINES: Wants Confirmation Hearing Set for Jan. 23

BOYDS COLLECTION: Taps Deloitte Tax to Provide Tax Services
CAMPBELL RESOURCES: Court Extends CCAA Protection to February 28
CATHOLIC CHURCH: Claimants Balk at Spokane's Disclosure Statement
CATHOLIC CHURCH: Portland in Full Compliance With Youth Protection
CLEARCOMM LP: Sept. 30 Balance Sheet Upside-Down by $48 Million

COLLINS & AIKMAN: Court Approves Cross-Border Insolvency Protocol
COLLINS & AIKMAN: Court Approves Deloitte as Tax Consultant
COLLINS & AIKMAN: Heidel Wants to Recover Tooling
DELTA AIR: Wants to Sell Two Aircraft to AFS for $7.8 Million
DELTA AIR: Retiree Committee Wants Farella Braun as Counsel

DELTA AIR: Wants to Reduce Fifth Third Bank Deposit by $9.6 Mil.
DELPHI CORP: In Talks with GM on Restructuring Efforts
DIAMOND ENT: Sept. 30 Balance Sheet Upside-Down by $463,939
DP 8 LLC: Has Until April 17 to Make Lease-Related Decisions
EMERITUS ASSISTED: Selling Brookdale Shares for $39.6 Million

EMERITUS ASSISTED: $26.6-Mil. Notes Tendered in Exchange Offer
EMPIRE FINANCIAL: Faces Possible Delisting from AMEX
ENERGY & ENGINE: Sept. 30 Balance Sheet Upside-Down by $220,097
ENTHEOS TECH: Continues to Incur Net Losses in Third Quarter 2005
ENTHEOS TECH: Board Names Harmel Rayat as New President & CEO

ETS PAYPHONES: Management Conveys Going Concern Doubt Over Losses
FEDERAL-MOGUL: Wants Until April 1 to Make Lease-Related Decisions
FEDERAL-MOGUL: Court Approves Settlement Agreement with Michigan
FLYI INC: Wants Troutman Sanders as Special Counsel
FLYI INC: Wants Court to Enforce Automatic Stay

FLYI INC: Section 341(a) Meeting Scheduled for December 16
FOAMEX INT'L: U.S. Trustee Objects to Motion to Fund Foamex China
FOAMEX INT'L: Wants Until Feb. 16 to Make Lease-Related Decisions
FOAMEX INT'L: Court Approves Miscellaneous Asset Sale Procedures
HEMPTOWN CLOTHING: Losses Trigger Going Concern Doubt

IMX PHARMACEUTICALS: Sept. 30 Balance Sheet Upside-Down by $3.1MM
INTERNATIONAL FUEL: Posts $1.5 Mil. Net Loss in 3rd Quarter 2005
MCI INC: Board Members to Purchase Company Stock
METALFORMING TECH: Court Extends Exclusive Period to February 11
METALFORMING TECH: Panel Wants Hanify & King as Litigation Counsel

MIRANT CORPORATION: Clarifies Plan Treatment of Turbine Claims
MIRANT CORPORATION: Proposes Plan Treatment for MIRMA Leases
MIRANT CORP: Selling Equipment to Belyea Company for $300,000
MIRANT CORP: Court Names Judge Jones to Supervise Settlement Talks
MONEY CENTERS: Sept. 30 Balance Sheet Upside-Down by $4.1 Million

MRC WARREN: Case Summary & 20 Largest Unsecured Creditors
NHC COMMUNICATIONS: Can't File Financial Statements by Dec. 9
NORTHWEST AIRLINES: Huron Consulting Approved as Ch. 11 Advisor
NORTHWEST AIRLINES: Inks Settlement with Airport Operators
NORTHWEST AIRLINES: Court Approves Rejection of Excess Aircraft

OWENS CORNING: Gets Court Nod to Lend $1.5 Million to Chinese Unit
PARKWAY HOSPITAL: Removal Period Stretched to February 1
PARKWAY HOSPITAL: Gets Bridge Order Extending Plan Filing Period
PRESCIENT APPLIED: Posts $388,493 Net Loss for Qtr. Ended Sept. 30
PROTOCOL SERVICES: Hires Evercore Restructuring as Expert

PROTOCOL SERVICES: Assigns Services Contract to Marketing Software
RAMP CORP: Court Approves Asset Sale to VIP Medicine for $98,000
RAVINE ROAD: Case Summary & 6 Largest Unsecured Creditors
REFCO INC: RCM Account Holder Proceedings Stayed Until December 8
REFCO INC: Creditors Committee Taps Houlihan as Investment Banker

REFCO INC: Amends Motion to Use Cash Management System
REFCO INC: Wants to Pay Insurance Premiums on Existing Policies
RHODES INC: Heilig-Meyers Balks at Disclosure Statement & Plan
S3 INVESTMENT: Equity Deficit Widens to $787,905 at Sept. 30
SAINT VINCENTS: Weil Gotshal Approved as Chapter 11 Counsel

SAINT VINCENTS: United Healthcare Workers Oppose A&M Retention
SAINT VINCENTS: Submits Report on Donor-Restricted Funds
SENSE HOLDINGS: Incurs $574,412 Net Loss in Third Quarter
SIGHT RESOURCE: Judge Hopkins Confirms Amended Plan of Liquidation
SKINVISIBLE INC: Incurs $211,521 Net Loss in Third Quarter of 2005

TENFOLD CORP: Sept. 30 Balance Sheet Upside-Down by $945,000
TRUMP ENTERPRISES: Earns $3.2 Million in Third Quarter 2005
UNITED ENERGY: Losses from Operations Trigger Going Concern Doubt
VARIG S.A.: Court Denies Request to Compel Turnover of Receivables
VARIG S.A.:  Aircraft Lessors Renew Calls to Dissolve Injunction

VIKING SYSTEMS: Sept. 30 Balance Sheet Upside-Down by $1.9 Million
WATTS CONTRACTORS: Voluntary Chapter 11 Case Summary
WESTERN GOLDFIELDS: Equity Deficit Narrows to $4.5MM at Sept. 30
WESTPOINT STEVENS: District Court Makes Changes to Sale Order
WIZZARD SOFTWARE: Posts $1.4 Million Net Loss in Third Quarter

WORLDCOM INC: Next Factors Demands Payment of PSP Claims

* Large Companies with Insolvent Balance Sheets

                          *********

110 MEDIA: Sept. 30 Balance Sheet Upside-Down by $1.7 Million
-------------------------------------------------------------
110 Media Group, Inc., delivered its quarterly report on Form    
10-QSB for the quarter ending Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 21, 2005.

The company reported a $775,196 net loss on $45,757 of net
revenues for the quarter ending Sept. 30, 2005.  At Sept. 30,
2005, the company's balance sheet shows $388,032 in total assets
and a $1,738,344 stockholders deficit.

                      Going Concern Doubt

Marcum & Kliegman LLP expressed substantial doubt about 110
Media's ability to continue as a going concern after it audited
the company's financial statements for the fiscal years ended
Dec. 31, 2004, and Dec. 31, 2003.  The accounting firm pointed to
the company's $2.1 million loss in 2004 and a $186,000 loss in
2003.  For the six-months ending June 30, 2005, the company  
incurred a $1,099,236 net loss.

For the nine months ended Sept. 30, 2005, the company had a net
loss of approximately $1,874,433.  The company is in default on
certain convertible notes payable.  These factors raise
substantial doubt about the company's ability to continue as a
going concern.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?33f

Headquartered in Melville, New York, 110 Media Group, Inc., --
http://www.110mediagroup.com-- fka Dominix, Inc., is a media     
marketing company specializing in marketing of products utilizing
direct email, online exposure and traditional methods positioned
to be the fastest growing media firm in the world.  The company
offers manufacturers, resellers and service providers a reliable,
high-quality resource for business development, market
development, and channel development.  110 Media targets large
Internet retailers and adult entertainment firms within the US and
worldwide.


A4S SECURITY: Incurs $1.9 Million Net Loss in Third Quarter
-----------------------------------------------------------
A4S Security, Inc., delivered its quarterly report on Form 10-QSB
for the quarter ended Sept. 30, 2005.

Net sales for the three months ended Sept. 30, 2005, totaled a
refund amount of $12,500, which arose from the return of two units
previously sold to Powell, Wyoming.  The product return was
allowed in view of the continued delays in law enforcement
standards setting.  Net sales for the three months ended
Sept. 30, 2004, totaled $3,150, for sales to Kansas City Area
Transit Authority, which was obtained as a customer during mid-
2004.  

Net sales for the nine months ended Sept. 30, 2005, totaled
$108,000, which is $17,000 lower than 2004 sales for the same
period.  Net sales for the 2005 and 2004 periods were comprised
almost entirely from products sold into the mass transit market to
KCATA.

Cost of sales for the nine months ended Sept. 30, 2005, totaled
$80,000, which was in line with the 2004 period.  Cost of sales
for the nine months ended Sept. 30, 2005, were a credit of $7,000,
which was associated with the product return.

Selling, general and administrative expenses in the three months
ended Sept. 30, 2005, totaled $776,000, which is a $521,000 or
205% increase as compared to the 2004 period.  

Selling, general and administrative expenses in the nine months
ended Sept. 30, 2005, totaled $1,746,000, which is a $1,163,000 or
a 199% increase as compared to the 2004 period.  The increase is
primarily attributable payroll costs from additions to sales,
development and management personnel, increase in professional
fees as the Company grew and also prepared for a public offering
and the balance additional costs associated primarily with sales
and marketing costs.

                 Liquidity and Capital Resources

The Company posted a $1,860,463 net loss for the three months
ended Sept. 30, 2005.  For nine months ended Sept. 30, the Company
incurred a $3,269,000 net loss.  Expenses in the three months
ending December 31, 2005, are expected to be at or somewhat above
the level incurred for the three months ended Sept. 30, 2005.  
Following the completion of the Company's Initial Public Offering
in July 2005, staffing, product development and marketing efforts
were increased to attempt to increase sales.  

Currently, the Company is engaged in active sales communications
with over 70 metropolitan transit authorities.  Subsequent to
Sept. 30, 2005, A4S Security was awarded a contract by the San
Joaquin Regional Rail Commission to install 31 ShiftWatch(R)
Transportation Video Systems in SJRRC's Altamont Commuter Express
rail system.

                  Initial Public Offering

The Company's offering completed in July, sold a total of
1,380,000 units at $6.00 each for total gross proceeds of
$8,280,000.  The offering generated net proceeds to the Company of
approximately $7.0 million after underwriting discounts, non-
accountable expense allowance to the underwriters and offering
expenses paid by the Company.

                     Going Concern Doubt

Citing operating losses and negative cash flow, A4S Security's
auditors at GHP Horwath, P.C., in Denver, Colorado, expressed
doubts about the company's ability to continue as a going concern
after reviewing the company's 2004 financial statements.  The
auditors' report was issued prior to the completion of A4S' IPO.  
Proceeds from the IPO wiped out shareholder deficit.  

A4S Security had a working capital of $5.8 million at Sept. 30,
2005.

A4S Security, Inc. -- http://www.shiftwatch.com-- develops and    
markets the patent pending Shiftwatch(R) product line of mobile  
digital video surveillance solutions for public transportation,  
law enforcement and general security applications.  The Company's  
full motion, high-resolution video system utilizes video streaming
technology and GPS camera synchronization capabilities to provide
agencies with data security and reliability.  The Company's open,
standards based architecture facilitates interoperability, eases
management of the growth of information and leverages customer
investment in the future.  


AB LIQUIDATING: Wants Until Dec. 9 to Object to Claims & Interests
------------------------------------------------------------------          
AB Liquidating Corp., f/k/a Adaptive Broadband Corporation, asks
the U.S. Bankruptcy Court for the Northern District of California
to extend until Dec. 9, 2005, the time for it and other parties-
in-interest, including the Unsecured Creditors Committee, to file
objections to claims and interests filed against the Reorganized
Debtor's estate.

The Court confirmed the Debtor's First Amended Plan of
Reorganization on Feb. 28, 2002, and that Plan took effect on
Sept. 6, 2002.

The Reorganized Debtor explains that there may be a possible
distribution to shareholders.  Additionally, the Reorganized
Debtor has filed a lawsuit against a claimant, Ernst & Young,
which may result in the recovery of additional monies for the
estate.

If the estate is successful in the Ernst & Young lawsuit, the
Debtor believes there will be sufficient funds in the estate for a
possible distribution to shareholders.  If that distribution
occurs, it will become necessary to set a record date for
shareholders in the Debtor's chapter 11 case and it will be
necessary to file objections to any proofs of claim or interest
filed by equity holders, if appropriate.

The requested extension is therefore necessary to give any
parties-in-interest, including the Reorganized Debtor and the
Committee more time to review all claims and interests filed
against the estate and file the appropriate objections to those
claims and interests.

Headquartered in Sunnyvale, California, AB Liquidating Corp.
(f/k/a Adaptive Broadband Corporation), provided leading-edge
technology for the deployment of broadband wireless communication
over the Internet.  The Company filed for chapter 11 protection on
July 26, 2001 (Bankr. N.D. Cal. Case No. 01-53685).  David M.
Bertenthal, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, represents the Debtor in its bankruptcy case.  The
Bankruptcy Court confirmed the Debtor's chapter 11 Plan on
Feb. 28, 2002, and the Plan took effect on Sept. 6, 2002.


AMERICAN MEDIA: Posts $10.9 Mil. Net Loss in 2nd Fiscal Qtr. 2005
-----------------------------------------------------------------
American Media, Inc., reported results for the second fiscal
quarter ended Sept. 30, 2005.

Revenues for the fiscal quarter ended Sept. 30, 2005, decreased
1.4% to $134.7 million, compared to $136.6 million for the prior
year.

Operating income for the fiscal quarter ended Sept. 30, 2005
decreased 32.5% to $15 million, compared to $22.3 million for the
prior year.

Operating expenses increased by $5.4 million, or 4.7%, as compared
to the prior year fiscal quarter, due to the expenses associated
with the Schedule Changes of $2.7 million, in addition to the new
launch titles of $5.7 million.  This was partially offset by
reduced legal expenses of $2.9 million.

Net loss was $10.9 million for the current fiscal quarter,
compared to net income of $2.7 million in the prior year's
comparable quarter.  This decrease in net income resulted from the
circumstances mentioned above as well as an increase in our
interest expense of $6.5 million.

"The economic fall-out from Hurricane Katrina, specifically the
media focus and the sharp increase in the price of gasoline, had a
negative impact on the newsstand sale of the National Enquirer and
our other tabloids," David J. Pecker, American Media's Chairman,
President and CEO commented.  "We had seen Enquirer newsstand
sales average 895,000 units for the months of July and August,
only to see a 15% decline for the four weeks after Katrina.  As
media attention has waned and gas prices have gone back to
normalized levels in the past few weeks, Enquirer sales have
increased by 9%.  It is important to note that virtually all of
the magazines in the celebrity category, including Star, declined
5% during this period as well and have since returned to normal
sales levels."

Overall operating revenues were $265.8 million for the six months
ended Sept. 30, 2005, representing a decrease of $4.2 million, or
1.6%, from the prior year.  This decline was primarily attributed
to newsstand revenue, which was down $4 million or 2.8%, from the
prior year.

Operating income for the six months ended Sept. 30, 2005,
decreased 35.8% to $30.2 million, compared to $47.1 million for
the prior year.

Net loss was $13.2 million for the current fiscal quarter,
compared to net income of $3.4 million in the prior year's
comparable quarter.

Headquartered in Boca Raton, Florida, American Media Operations
Inc. is the nation's largest publisher of celebrity, health and
fitness, and Spanish language magazines.

                          *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Moody's Investors Service lowered all ratings of American Media
Operations, Inc.  The ratings affected are:

   * $60 million senior secured revolving credit facility,
     due 2006 -- to B1 from Ba3

   * $3 million senior secured term loan tranche A, due 2006 -- to
     B1 from Ba3

   * $304 million (remaining amount) senior secured term loan
     tranche C, due 2007 -- to B1 from Ba3

   * $133 million senior secured term loan tranche C-1,
     due 2007 -- to B1 from Ba3

   * $150 million 8.875% senior subordinated notes, due 2011 -- to
     Caa1 from B3

   * $400 million 10.25% senior subordinated notes, due 2009 -- to
     Caa1 from B3

   * Senior implied rating -- to B2 from B1

   * Issuer rating -- to B3 from B2

Moody's said the rating outlook is stable.


ANCHOR GLASS: Jones Day Approved as Special Counsel
---------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Anchor Glass Container Corporation to employ Jones Day
as its special counsel, pursuant to Section 327(e) of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on Oct. 6, 2005, the
Debtor hired Jones Day to represent it in connection with its
review of approximately $4,500,000 of customer payments in June
2003 that had not been accounted for properly, as well as other
payments.

Jones Day will render legal services relating to its review of the
accounting for the Customer Payments as needed throughout the
course of the bankruptcy case, including corporate governance,
finance, securities and litigation assistance and advice.

The current hourly rates of the firm's partners currently expected
to have primary responsibility for providing services to the Audit
Committee are:

       Professional                      Hourly Rate
       ------------                      -----------
       Adrian Wager-Zito                    $525
       Richard H. Deane, Jr.                $515
       Kevyn D. Orr                         $485
       Lisa A. Stater                       $450

The Court said it will consider the nunc pro tunc aspect of the
Application at the time it considers an application of Jones Day
for compensation for its services and reimbursement of its
expenses.  Judge Paskay makes no ruling on that aspect of the
Application at this time.

The Debtor had asked the Court for authority to hire Jones Day,
nunc pro tunc to Aug. 8, 2005.  Felicia S. Turner, the U.S.
Trustee for Region 21, opposed the nunc pro tunc aspect of the
application saying that the Debtor has failed to demonstrate
excusable neglect for its delay in filing its application.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $661.5 million in assets and
$666.6 million in debts.(Anchor Glass Bankruptcy News, Issue No.
13; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARMSTRONG WORLD: Wants Court OK on EDC Finance & F&M Sale Pact
--------------------------------------------------------------
Armstrong World Industries, Inc., owns a flooring plant located at
401 West Liberty Street in the northwest section of Lancaster,
Pennsylvania.

The Plant occupies approximately 63.81 acres with 2,650,000 square
feet of floor space.  It contains 196 buildings and has been AWI's
largest manufacturing facility.

Rebecca L Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Plant was built in 1906 for
the production of linoleum.  In recent years, the Plant has
manufactured residential and commercial sheet vinyl flooring as
well as residential and commercial tile.

At its peak in 1943 during World War II, more than 7,000 people
were employed at the Plant.  Over the past few decades, however,
AWI has reduced the scale of manufacturing activities at the Plant
and has discontinued some product lines manufactured there.

In November 2004, AWI announced its intention to phase out the
manufacture of two of the three remaining product lines at the
Plant by the end of 2005.  AWI intends to continue business
operations on 19.37 acres of the Plant to manufacture rotogravure
residential sheet flooring products.

As a result of AWI's business decision, Ms. Booth notes that
around 45 acres of the Plant have become available for other uses.  
However, the Property's structures were constructed for specific
industrial purposes and, given the unique prior use, materials,
age and structural design of those buildings, they are not
adaptable for modern day reuse.

Consequently, the Property must be cleared of all structures if it
is to be made available for other uses.  Ms. Booth tells Judge
Fitzgerald that despite AWI's selective demolition of buildings
over the last five years, the cost, however, is prohibitive, as it
is greater than the value of the Property without structures.  The
estimated cost per acre for structure demolition is $420,000 an
acre for off-site debris removal or $390,000 per acre for on-site.

In addition, AWI has substantial costs and liabilities associated
with the continued maintenance of the Property, including
environmental remediation costs.

"Therefore, even if the Property remains unused, it would generate
a significant cost to the estate," Ms. Booth asserts.  "In sum,
the Property is nonproductive and has a negative value to AWI."

              Revitalization of Lancaster Property

Immediately to the Property's south, east and west, the northwest
section of Lancaster is undergoing a large community
revitalization initiative, characterized by more than $230,000,000
in public and private investment.  That economic rebirth adjacent
to the Plant has resulted in the construction of:

    (i) a $28,000,000, 5,700-seat minor league multipurpose
        Clipper Stadium;

   (ii) the future home of Franklin & Marshall College's new
        $45,000,000 Life Sciences building and its $30,000,000
        mixed-use retail project;

  (iii) a recently completed $120,000,000 capital investment by
        Lancaster General Hospital in its facilities; and

   (iv) several brick warehouse renovations underway for retail,
        residential and hotel uses.

The Plant is located within the James Street Improvement District,
a two-year old community development effort anchored by Franklin &
Marshall and Lancaster General Hospital.  The area is also one of
Pennsylvania's first Keystone Innovation Zones and has been
awarded an Elm Street grant in conjunction with Lancaster City.

Ms. Booth tells Judge Fitzgerald that the significant investment
and urban renewal projects surrounding the Plant have created a
unique opportunity for AWI to transfer the Property at a cost less
than the net present value of AWI's carrying costs while also
participating in the historic revitalization of Lancaster City
and, thus, helping to improve the area that has been AWI's home
for close to 100 years.

To that end, Ms. Booth continues, AWI entered into a non-binding
letter of intent with EDC Finance Corporation and Franklin &
Marshall, dated November 29, 2004, pursuant to which the parties
expressed their willingness to work together to evaluate and
pursue productive re-use of the Property that would benefit all
parties involved.

EDC Finance, a membership-supported nonprofit organization, is a
certified industrial development agency under the laws of the
Commonwealth of Pennsylvania and a wholly owned subsidiary of the
Economic Development Company of Lancaster County.

Ms. Booth explains that EDC Finance's mission is to foster and
coordinate community development and to provide private and public
entities in Lancaster County with access to federal, state and
local funding and business resources, to encourage and strengthen
the Lancaster County's economic growth and prosperity.  EDC
Finance was involved in assembling and purchasing land for the
Clipper Stadium, located several blocks from the Property.

Because of EDC Finance's organizational goals, its active
participation in the development of the areas surrounding the
Plant, and its ability to raise public funds necessary for
demolition and remediation, EDC Finance is particularly well
suited to participate in the transfer and development of the
Property.

Because Franklin & Marshall recently developed mixed use retail
and student residences on Harrisburg Avenue, adjacent to the
Property, Franklin & Marshall is also uniquely situated to
participate in the transfer and development of the Property, as it
has a strong interest in acquiring contiguous property and can
raise significant public and private funds necessary for
demolition and remediation.

                         The BIOS Grant

On January 19, 2005, EDC Finance and Franklin & Marshall received
a $175,000 "Business In Our Sites" planning grant from the
Commonwealth of Pennsylvania for contracting professional firms
to:

    (a) develop a master plan for the Property to transform it
        into an urban area with institutional, commercial,
        retail and residential uses;

    (b) conduct a market analysis for those uses, absorption
        rates, tax revenues, and job creation;

    (c) assess the current environmental records of the
        Property to determine existing conditions, suggest
        additional testing required to define appropriate
        clean-up standards, and estimate costs for the relevant
        remediation to allow a change of use from heavy
        industrial to residential and commercial uses; and

    (d) determine costs to demolish and dispose of structures on
        the Property.

After considering the initial results of the Feasibility Studies,
the parties entered into good faith and at arm's-length
negotiations to determine how best to divest AWI of the Property
at a minimal cost and liability to the estate while achieving the
necessary funding for the demolition and remediation to convert
the Property from an idle industrial site into a revitalized mixed
use site.

                       The Sale Agreement

In furtherance of AWI's goal of transferring the Property at a
minimal cost and liability to the estate, AWI entered into a Sale
Agreement with EDC Finance and Franklin & Marshall.  The salient
terms of the Sale Agreement are:

    (1) AWI will sell the Property, together with any
        improvements, to EDC Finance and Franklin & Marshall,
        which will have the right to:

           * allocate the Property's acreage between them; and

           * require AWI to convey all of the Property to EDC
             Finance pursuant to a separate agreement between
             EDC Finance and Franklin & Marshall.

    (2) The purchase price for the Property will be $1 paid by
        EDC Finance to AWI at closing date.

    (3) The Property will be sold in "as-is, where-is"
        condition, without any representation, as to the
        condition or merchantability of the Property or its
        fitness for any particular use.  AWI will not be liable
        for any damages occasioned by or arising in connection
        with the Property's environmental condition.

    (3) AWI will contribute, on a dollar-for-dollar match, an
        amount equal to the amount contributed by Franklin &
        Marshall up to $6,000,000, to be used to fund demolition
        and disposal of existing structures on the Property,
        characterization and remediation of environmental
        conditions currently existing at the Property and the
        Retained Property, utility and infrastructure relocation
        and installation, and redevelopment site preparation.

    (4) EDC Finance will contribute its administrative and over-
        sight costs to the Project and have the primary
        responsibility for securing funding for the Project
        through governmentally assisted funding programs, loans
        and grants.

    (5) Franklin & Marshall will contribute an amount equal to
        the Contribution.  It will also be responsible to pay
        any and all Project funds not otherwise available.

    (6) After EDC Finance and Franklin & Marshall have provided
        AWI with evidence of the availability and commitment of
        the Government Funding for a 90-day period, Purchasers
        may inspect the Property's environmental condition.  If
        the results of the Inspection reveal environmental
        contamination beyond that which is reflected in the
        Supplemental Characterization Plan of Groundwater
        Sciences Corporation and those conditions are not
        reasonably acceptable to EDC Finance or Franklin &
        Marshall, either may terminate the sale agreement on
        written notice to AWI by the 90th day of the Inspection
        Period.

    (7) As expeditiously as possible after Closing, EDC Finance
        and Franklin & Marshall will attain cleanup standards
        provided under the Land Recycling and Environmental
        Remediation Standards Act to address any and all
        identified contamination exceeding the statewide health
        standards in soils or groundwater.  EDC Finance and
        Franklin & Marshall acknowledge that AWI will have the
        right to include the Retained Property in the Project
        and to attain an Act 2 standard for the Retained
        Property.  Any and all known existing environmental
        releases or threats of releases will be covered by the
        Act 2 response action undertaken under the Sale
        Agreement.  Existing environmental releases or threats
        of releases migrating from the Property will no longer
        be AWI's responsibility, but will be the sole
        responsibility of EDC Finance and Franklin & Marshall.

AWI will pay all real estate taxes, water, sewer and other current
lienable charges on the Property through the Closing date.  Ms.
Booth attests that AWI is not aware of any other entity that may
assert an interest in the Property.  AWI will be required to pay
for the subdivision of the property allowing for the transfer,
which is estimated to cost $50,000.  In addition, if real estate
transfer tax is payable, the parties will equally split the 2%
local real estate transfer tax in connection with the transfer of
title by AWI.

         Sale Agreement Divests Negative Value Property

The implementation of the Sale Agreement, Ms. Booth contends, is
conditioned on the determination by EDC Finance and Franklin &
Marshall that they have received an acceptable level of
commitments for government funding.

Pursuant to the terms of a proposed additional agreement between
EDC Finance and Franklin & Marshall, title to the Property will
initially be transferred to EDC Finance.  At the completion of the
Project, EDC Finance will transfer 26.25 acres to Franklin &
Marshall for its development of an athletic and recreational
complex.  The remaining 15.22 acres will be marketed for
institutional, commercial, retail and residential uses per the
master plan created from the BIOS Grant.

AWI asks Judge Fitzgerald to approve the Sale Agreement.

AWI believes that the transaction will allow it to divest
non-productive, negative value property, which, given the unique
prior use, materials, age and structural design of the buildings
located on the Property, is not adaptable for modern day reuse.

If the Sale Agreement is not approved, AWI maintains that it will
not be able to find another party willing to provide the same
value, particularly in light of the unique confluence of events
that have made the current transaction feasible.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue No. 84; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ASARCO LLC: Has Until March 7 to File Plan of Reorganization
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi extended ASARCO LLC and its debtor-affiliates'
exclusive plan filing and solicitation deadline.  The Debtors,
including Encycle, Inc., and ASARCO Consulting, Inc., have the
exclusive right to file a plan of reorganization until March 7,
2006.  The Debtors' exclusive period to solicit acceptances of
that plan is extended until May 6, 2006.

As previously reported in the Troubled Company Reporter on
Oct. 21, 2005, the Debtors contend that an extension will permit
them to file their plan of reorganization, seek approval of their
disclosure statement, and seek confirmation of that plan in an
orderly manner and with the least expense.  In addition, the
extension will also allow the Debtors to continue their efforts to
settle various cases and controversies with their constituencies,
which will increase the potential for early payout of allowed
claims.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Court Okays Lehman Brothers as Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi gave ASARCO LLC permission to employ Lehman
Brothers Inc. as its financial advisor and investment banker under
the terms of an engagement letter entered into between the
parties.

As previously reported in the Troubled Company Reporter on
Sept. 28, 2005, pursuant to the Engagement Letter, dated Aug. 30,
2005, ASARCO employed Lehman Brothers to provide financial
advisory and investment banking services in connection with the
assessment of the Debtor's financial restructuring or other
strategic alternatives, and ASARCO's financial restructuring,
which includes the plan of reorganization process and a possible
sale, merger, consolidation or other transaction involving the
transfer of ASARCO's business, assets or equity interests.

ASARCO will pay Lehman Brothers in accordance with these terms:

   (1) Commencing as of Aug. 30, 2005, and ending as of the
       termination of the firm's engagement, Lehman Brothers will
       be entitled to receive a monthly cash fee.  The Advisory
       Fee is equal to $100,000 per month, payable in advance
       upon execution of the Engagement Letter and on the first
       day of each succeeding month for 24 months.  Thereafter,
       the Advisory Fee will be reduced to $75,000 per month.

       If Lehman Brothers' engagement is terminated, the firm
       will be entitled to any Advisory Fees that are due and
       owing as of the effective date of the termination.
       However, in the event Lehman Brothers will terminate the
       Engagement Letter, the Advisory Fee will be pro-rated for
       any incomplete monthly period of service, in which case
       the firm agrees to promptly reimburse ASARCO for any
       portion of an Advisory Fee paid to Lehman Brothers that is
       in excess of the pro-rated amount of the Advisory Fee to
       which Lehman would be entitled for an incomplete monthly
       period of service.

   (2) If (i) a Sale Transaction occurs pursuant to which less
       than all of ASARCO's assets are sold or transferred, or
       (ii) an agreement is entered into that subsequently
       results in a Partial Assets Sale Transaction either during
       the term of Lehman Brothers' engagement or at any time
       during a period of 12 months following the effective date
       of termination of Lehman Brothers' engagement, other than
       termination as a result of Lehman Brothers' material
       breach, gross negligence or willful misconduct, ASARCO
       will pay Lehman Brothers a fee equal to 1% of the
       transaction value, payable in cash on the closing date of
       the Partial Assets Sale Transaction.

   (3) If (i) a Sale Transaction occurs pursuant to which all or
       substantially all of the assets of the company are sold or
       transferred, or (ii) an agreement is entered into that
       subsequently results in a Sale of All Assets either during
       the term of Lehman Brothers' engagement or at any time
       during the 12-month period following the effective date of
       termination, other than termination as a result of Lehman
       Brothers' material breach, gross negligence or willful
       misconduct, the company will pay Lehman Brothers a fee
       equal to 1% of the transaction value, payable in cash on
       the closing date of the Sale of All Assets, provided,
       however, that the Sale Transaction Fee will not exceed
       $4 million.

   (4) If a restructuring effective date occurs during the term
       of Lehman Brothers' engagement or at any time during the
       12-month Tail Period, ASARCO will pay Lehman Brothers a
       $4 million fee, payable in cash on the Restructuring
       Effective Date.

   (5) All Advisory Fees paid, for up to 24 months, and 50% of
       all Advisory Fees paid subsequently, will be creditable
       against any Sale Transaction Fee or any Restructuring
       Transaction Fee paid or payable to Lehman Brothers.  Any
       Sale Transaction Fee paid to Lehman Brothers in a Partial
       Assets Sale or a Sale of All Assets will be creditable
       against the Restructuring Transaction Fee paid to Lehman
       Brothers.  However, in the case of a Partial Assets Sale
       Transaction, only 50% of the Sale Transaction Fee will be
       creditable against any Restructuring Transaction Fee paid
       to Lehman Brothers.

                          Court Ruling

The Court authorizes ASARCO LLC to indemnify Lehman Brothers Inc.
for any claim related to the firm's financial advisory services.  
The Debtors will have no obligation to indemnify Lehman Brothers
or provide contribution or reimbursement for any claim or expense
that is either (i) judicially determined to have arisen solely
from or (ii) settled prior to a judicial determination as to
Lehman Brother's gross negligence, willful misconduct, bad faith
or fraud.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: CB Richard Ellis Approved as Financial & Mktg. Advisor
------------------------------------------------------------------
ASARCO LLC sought and obtained authority from the U.S. Bankruptcy
Court for the Southern District of Texas to employ the CB Richard
Ellis International Mining & Metals Group of CB Richard Ellis
Tucson, LLC, nunc pro tunc to Sept. 19, 2005, as its financial and
marketing advisor for the auction of ASARCO'S Tennessee Mines
Division.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
relates that prior to the bankruptcy filing, CBRE assisted ASARCO
in the marketing of Tennessee Mines.  Those efforts resulted in
an agreement to sell Tennessee Mines, which was terminated
prepetition because the closing did not occur by the Aug. 1, 2005,
deadline.

To maximize the amount obtained for Tennessee Mines, ASARCO
intends to conduct an auction of the Business, pursuant to
bidding procedures that it will submit for Court approval.  In
light of the substantial work that CBRE has already performed for
ASARCO in connection with the sale of Tennessee Mines, ASARCO has
decided to continue CBRE's employment.

As advisor, CBRE will:

   (a) identify a list of prospective purchasers that should be
       contacted by ASARCO in regards to the auction;

   (b) update the financial model to take into account new
       information about reserves, production, zinc price
       forecasts, and zinc concentrate treatment and refining
       charges;

   (c) perform financial analysis of bids received by ASARCO for
       the Business; and

   (d) render an opinion letter justifying the preferred bids,
       and make a presentation, if requested, to the Bankruptcy
       Court, the Official Committee of Unsecured Creditors, or
       other entities.

ASARCO firmly believes that CBRE is the most qualified company to
represent it with respect to the sale of the Tennessee Mines.  If
ASARCO were required to hire another financial and marketing
advisors, ASARCO, its estate and all parties-in-interest would be
unduly prejudiced by the time and expense necessarily attendant
to that company's familiarization with the Business.

ASARCO will pay CBRE a $150,000 flat fee for its services.  CBRE
will charge ASARCO a rate of $300 per hour for all time spent by
CBRE at ASARCO's request:

    -- responding to or addressing issues or questions, from
       either ASARCO or prospective bidders, relating to
       financial matters for Tennessee Mines or the completed
       updated financial model identified above; or

    -- making presentations to the Bankruptcy Court or other
       entities.

The hourly rate will apply to any travel time that may be
required on the part of CBRE to manage these issues.  ASARCO will
also reimburse CBRE for all actual and reasonable travel and
other out-of-pocket expenses incurred in performing its services.

Judge Schmidt authorizes CBRE to submit to ASARCO interim monthly
invoices for reimbursement of postpetition fees generated and
expenses incurred.  ASARCO is authorized to pay the invoices on
an interim basis in an amount not to exceed $15,000 per month.  
If CBRE's invoice exceeds $15,000, the amount by which the
invoice exceeds $15,000 will rollover to the next month until
paid in full.

Andrew Brodkey, a managing director at CBRE, attests that the
firm does not have or represent any interest adverse to the
Debtor or its estates on matters for which it is being employed.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ATA AIRLINES: Wants Confirmation Hearing Set for Jan. 23
--------------------------------------------------------
In an amended request, ATA Airlines, Inc., and its debtor-
affiliates ask Judge Lorch of the U.S. Bankruptcy Court for the
Southern District of Indiana to convene a hearing to consider
confirmation of their joint plan of reorganization on January 23,
2006.  Confirmation objections will be due January 16, 2006.

As previously reported in the Troubled Company Reporter, the
Debtors sought Judge Lorch to convene a hearing to consider
confirmation of their joint plan of reorganization on Dec. 20,
2005.

The Debtors also asked the Court to continue the Confirmation
Hearing from time to time by announcing the continuance in open
court, and that the Plan may be modified pursuant to Section 1127
of the Bankruptcy Code prior to, during or as a result of the
Confirmation Hearing, in each case without further notice to
parties-in-interest.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BOYDS COLLECTION: Taps Deloitte Tax to Provide Tax Services
-----------------------------------------------------------
The Boyds Collection, Ltd., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland, Baltimore Division,
for permission to employ Deloitte Tax LLP as their independent tax
service providers, nunc pro tunc to Nov. 14, 2005.

The Debtors tell the Court that the Firm is well qualified to
provide them with tax services because Deloitte is familiar with
their business affairs.  

Specifically, Deloitte will:

  (a) prepare Federal and State tax returns for the Debtors and
      their non-debtor affiliates for the year ending Dec. 31,
      2005, and thereafter;
  
  (b) analyze sales tax issues and prepare applicable reporting
      related to the Debtors and their non-Debtor affiliates; and
  
  (c) provide other tax compliance services as may be agreed to by
      the Firm and the Debtors.
  
Edward Nevin discloses that his Firm's professionals bill:

            Designation                 Hourly Rate
            -----------                 -----------
            Partner/Principal/Director   $600-$700
            Senior Manager               $340-$500
            Senior Staff                 $220-$300

Mr. Nevin says that his Firm received approximately $312,000 for
its prepetition services.

Mr. Nevin assures the Court that his Firm does not hold any  
interest adverse to the Debtors' estate.

Headquartered in McSherrystown, Pennsylvania, The Boyds  
Collection, Ltd. --  http://www.boydsstuff.com/-- designs and    
manufactures unique,  whimsical and "Folksy with Attitude(SM)"  
gifts and collectibles, known for their high quality and  
affordable pricing.  The Company and its debtor-affiliates filed  
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case  
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP  
represents the Debtors in their restructuring efforts.  As of  
June 30, 2005, Boyds reported $66.9 million in total assets and  
$101.7 million in total debts.


CAMPBELL RESOURCES: Court Extends CCAA Protection to February 28
----------------------------------------------------------------
The Superior Court of Quebec (Commercial Division) extended
Campbell Resources Inc.'s protection under the Companies'
Creditors Arrangement Act to Feb. 28, 2006.

This extension will allow creditors of Campbell Resources Inc. and
of MSV Resources Inc., a Campbell Resources wholly owned
subsidiary, to approve a first plan of arrangement which includes
the reorganization of MSV Resources and its fiscal accounts,
resulting in a cash payment of approximately $2.3 million and a
consideration in securities of an estimated minimal value of
$450,000.  The plan will be presented at a creditors' meeting to
be held in Chibougamau on Dec. 6, 2005.

Furthermore, the Company and its subsidiaries will present all
their creditors with a subsequent arrangement plan on or before
Feb. 28, 2006, or as such ulterior date as is granted by the Court
or by the creditors' committee which is to be formed following the
first plan of arrangement.

Campbell is a mining company focusing mainly in the Chibougamau
region of Qu,bec, holding interests in gold and gold-copper
exploration and mining properties.


CATHOLIC CHURCH: Claimants Balk at Spokane's Disclosure Statement
-----------------------------------------------------------------
In separate papers filed with the U.S. Bankruptcy Court of the
Eastern District of Washington, Gayle E. Bush, the Future Claims
Representative appointed in the Diocese of Spokane's case, the
Tort Claimants' Committee, and the CNA Parties point out that the
Disclosure Statement submitted by the Diocese of Spokane does not
comply with Section 1125(a) of the Bankruptcy Code.  Moreover, the
Plan of Reorganization is not confirmable as a matter of law under
Section 1129.

The CNA Parties consist of:

   -- Pacific Insurance Company,
   -- Columbia Casualty Company,
   -- American Casualty Company of Reading, Pennsylvania,    
   -- Continental Insurance Company, and
   -- The Glens Falls Insurance Company

The CNA Parties have already furnished the Diocese with certain
comments and proposed changes to the Disclosure Statement.

Mr. Bush, the Tort Committee, and the CNA Parties reserve their
rights to amend and supplement their objections in the event the
Diocese proceeds with the proposed Disclosure Statement.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland in Full Compliance With Youth Protection
------------------------------------------------------------------
An audit of the Archdiocese of Portland by The Gavin Group, Inc.,
found that the Archdiocese was in full compliance with the Charter
for the Protection of Children and Young People.  The Gavin Group
is an independent auditing agency which reviews the child safety
policies and procedures of Catholic dioceses in the United States.  
The audit took place the first week of November 2005.  The Charter
for the Protection of Children and Youth was adopted by the United
States Conference of Catholic Bishops in June 2002.  The
Archdiocese of Portland was found to be in full compliance in
previous audits in 2003 and 2004.

The Archdiocese participated in the "focused on-sight audit
conducted for all dioceses/eparchies that received 'Required
Actions' during the 2004 compliance audits."  At the time of the
2004 audit, the Archdiocese of Portland was still in the process
of conducting safe environment training for new employees and
volunteers who have contact with children and youth.  The
"required action" the Archdiocese needed to perform was to provide
a schedule showing the completion date for the training in 2004.  
That schedule was provided and the Archdiocese was found in full
compliance in 2004.

The Child Abuse Policy of the Archdiocese is available in English
and Spanish on its Web page at:

        http://www.archdpdx.org/abuse-policy-revised

The Archdiocese has provided safe environment training to
thousands of students in parish schools, Archdiocesan high schools
and parish religious education programs.  Several thousand adult
employees and volunteers, who have contact with children and
youth, have participated in training programs and been background
checked.  The Archdiocese of Portland is committed to providing a
safe environment for all persons served in ministry.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic  
Church Bankruptcy News, Issue No. 46; Bankruptcy Creditors'  
Service, Inc., 215/945-7000)


CLEARCOMM LP: Sept. 30 Balance Sheet Upside-Down by $48 Million
---------------------------------------------------------------
ClearComm, L.P., delivered its financial statements for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 14, 2005.

The company reported a $5,737,546 net loss on $22,452,674 of
revenues for the quarter ended Sept. 30, 2005.  At Sept. 30, 2005,
the company's balance sheet showed $149,605,442 in total assets,
$197,671,565 in total liabilities, resulting in a $48,066,123
deficit.

A full-text copy of ClearComm, L.P.'s financial statements for the
quarter ended Sept. 30, 2005, is available at no charge at
http://ResearchArchives.com/t/s?341

                     Going Concern Doubt

Kevane Soto Pasarell Grant Thornton LLP raised substantial doubt
about ClearComm's ability to continue as a going concern after it
audited the company's financial statements for the fiscal year
ended Dec. 31, 2004.  Kevane point to the company's recurring
operating losses, working capital and partners' deficit, and
absence of a permanent financing for its network cost.

ClearComm, L.P., is a limited partnership organized on
January 24, 1995, under the laws of the State of Delaware.  The
Partnership was formed to file applications with the Federal
Communications Commission under personal communications service
frequency Block C, originally restricted to minorities, small
businesses and designated entities, to become a provider of
broadband PCS.  The Partnership will terminate on Dec. 31, 2005,
or earlier upon the occurrence of certain specified events as
detailed in the Partnership Agreement.


COLLINS & AIKMAN: Court Approves Cross-Border Insolvency Protocol
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved the cross-border insolvency protocol proposed by Collins
& Aikman Corporation and its debtor-affiliates.  The protocol is
intended to facilitate the efficient administration of the
Debtors' chapter 11 cases and the administrative proceedings of
their European units.

As reported in the Troubled Company Reporter on Nov. 17, 2005, the
terms of the Protocol are designed to:

  (a) promote the orderly and efficient administration of the
      Insolvency Proceedings;

  (b) harmonize and coordinate activities undertaken and
      information exchanged in connection with the Insolvency
      Proceedings;

  (c) honor the independence and integrity of the US and English
      Courts; and

  (d) promote international cooperation and respect for comity
      among the U.S. and English Courts.

A full-text copy of the 15-page Protocol is available for free
at http://bankrupt.com/misc/collins_protocol.pdf  

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Court Approves Deloitte as Tax Consultant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved Collins & Aikman Corporation and its debtor-affiliates'
request to retain Deloitte Tax, LLC, as their tax service
providers and tax consultants, nunc pro tunc to September 1, 2005.

Deloitte Tax's services to the Debtors will include:

    -- assistance with Federal tax effects of bankruptcy filing;

    -- general corporate tax advisory assistance;

    -- IRS examination services;

    -- assistance with state tax post-bankruptcy emergence
       planning;

    -- contingent fee strategic property tax review services,

    -- international assignment services advisory assistance; and

    -- other related or similar tax services.

As tax consultants, the Debtors will pay Deloitte Tax's
professionals at these hourly rates:

      Partner/Principal/Director        $540 - $675
      Senior Manager                    $450 - $550
      Manager                           $360 - $475
      Senior Staff                      $270 - $375
      Staff                                    $200

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in   
cockpit modules and automotive floor and acoustic systems and
is a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company has
a workforce of approximately 23,000 and a network of more than 100
technical centers, sales offices and manufacturing sites in 17
countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17, 2005
(Bankr. E.D. Mich. Case No. 05-55927).  When the Debtors filed for
protection from their creditors, they listed $3,196,700,000 in
total assets and $2,856,600,000 in total debts. (Collins & Aikman
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


COLLINS & AIKMAN: Heidel Wants to Recover Tooling
-------------------------------------------------
Heidel North America, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to lift the automatic stay to allow
it to regain possession of its tooling.

Robert Bassel, Esq., at Kemp, Klein, Umphrey, Endelman & May,
P.C., in Troy, Michigan, tells Judge Rhodes that Heidel has a
properly perfected lien under the Michigan Special Tools Lien Act
and a recorded UCC-1 financing statement.  Heidel is owed no less
than $259,876, he says.

Mr. Bassel asserts that pursuant to Sections 361 and 362 of the
Bankruptcy Code, Heidel is entitled to adequate protection of its
interests, which the Debtors still have not provided.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Wants to Sell Two Aircraft to AFS for $7.8 Million
-------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates want to sell two
used Boeing 767-232 airframes, together with related engines,
equipment and documents, pursuant to an Aircraft Sale and Purchase
Agreement, dated Oct. 26, 2005, between Delta Air Lines, Inc., and
AFS Investments 52 LLC, an affiliate of General Electric Company.

AFS Investments will purchase the Aircraft for $3,900,000 each.

The Aircraft are among 14 Boeing model 767-232 aircraft that
Delta has determined to phase out from its operating fleet, as
they are generally considered to be undesirable for passenger
use, due to their relatively high operating costs, poor fuel
efficiency, early vintage and unfavorable seat configurations.  
If delivered in accordance with the terms of the Sale Agreement,
each of the Aircraft will be significantly past its "half life."

Each of the Aircraft was put into service between January 1983
and February 1983.  The Aircraft bear U.S. Federal Aviation
Administration registration numbers N107DL and N108DL.

Michael E. Wiles, Esq., at Debevoise & Plimpton LLP, in New York,
relates that before the Petition Date, the Aircraft were owned by
Delta, free and clear of liens, claims and other encumbrances,
except for applicable statutory liens, if any.  The Aircraft are
subject to liens securing the Debtors' obligations under the
Postpetition GECC Credit Facility.

Since 1997, Delta has from time to time explored possible
transactions for the sale of the 14 model 767 aircraft.  As a
result of the negotiations surrounding its efforts to sell the
surplus 767 aircraft, Delta is familiar with the market value of
the Aircraft.

The Sale Agreement provides for a sale at a fair market value and
completion of the sale would be in the best interest of the
Debtors' estates by allowing the sale to proceed quickly and
efficiently, Mr. Wiles tells the Honorable Prudence Carter Beatty
of the U.S. Bankruptcy Court for the Southern District of new
York.

Delta proposes to sell the Aircraft to AFS Investments free and
clear of liens, claims, encumbrances and interests, pursuant to
Sections 363(b) and 363(f) of the Bankruptcy Code, other than any
interests permitted under the Sale Agreement.  AFS has indicated
that it is not willing to enter into the Sale Agreement in the
absence of that provision.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in  
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DELTA AIR: Retiree Committee Wants Farella Braun as Counsel
-----------------------------------------------------------
The Delta Air Lines Retirement Committee is a non-profit
corporation organized to advocate the interests of the non-
pilot retirees of Delta Air Lines, Inc.

The DALRC Board asks the U.S. Bankruptcy Court for the Southern
District of New York for authority to retain Farella Braun &
Martel LLP as lead counsel for the Official Committee of Non-Pilot
Retired Employees appointed in the Debtors' cases.

Farella Braun will:

    a. provide assistance, advice, and representation concerning
       any proposed modification of the benefits to be provided
       to the Retirees;

    b. negotiate with the Debtors concerning any proposed
       modification of the Retirees' benefits;

    c. represent the Retiree Committee in any proceedings and
       hearings that involve or might involve matters pertaining
       to the benefits of the Retirees;

    d. prepare on behalf of the Retiree Committee any necessary
       adversary complaints, motions, applications, orders or
       other legal papers relating to those matters;

    e. advise the Retiree Committee of its powers and duties;

    f. prosecute and defend litigation matters and other matters
       concerning any proposed modification or the Retirees'
       medical benefits, or the Retirees' benefits in general,
       that might arise;

    g. advise the Retiree Committee with respect to bankruptcy,
       general corporate, labor, employee benefits and related
       issues concerning any proposed modification of the
       Retirees' medical benefits, or the Retirees' benefits in
       general; and

    h. perform other legal services as may be necessary and
       appropriate for the efficient and economical resolution of
       the Retiree Committee's consideration of the Debtor's
       proposal to modify the Retirees' benefits.

Before the Petition Date, Farella Braun advised the DALRC in
connection with Delta's potential Chapter 11 filing.  The DALRC
selected Farella Braun because its attorneys have extensive
experience, knowledge, and resources in the areas of bankruptcy
and creditors' rights, labor law, taxation and employee benefits
and because it has the ability to commit substantial resources to
represent the Retirement Committee.  In particular, the firm's
attorneys:

   a. extensively analyzed Delta's non-pilot retiree medical
      benefits and reviewed Delta's contractual commitments to
      workers who accepted early retirement packages from Delta;

   b. interviewed the retired Senior Vice President of Personnel
      of Delta about its various retirement packages and benefits
      and in particular Delta input to retiree elections in
      connection with survivor income benefits and the
      consequences of termination of those benefits;

   c. prepared easy-to-understand electronic communications for
      the Retirees explaining the consequences of the bankruptcy;

   d. coordinated with representatives of DP3, the organization
      of retired Delta pilots, to promote the sharing of
      information of mutual interest and to avoid duplication of
      effort; interviewed prospective expert witnesses for
      Section 1114 health benefits litigation; and

   e. reviewed pleadings and developments in the United Airlines
      bankruptcy case with a particular view toward how the
      Retirees could get more effective representation in a Delta
      bankruptcy case.

The firm's current hourly rates are:

     General Range of Rates
     ----------------------
     Attorneys                               $245 - $725
     Paralegals                              $135 - $285

     Attorneys Expected to Be Most Active
     ------------------------------------
     Neil A. Goteiner, Esq.                  $725
     Dean M. Gloster, Esq.                   $630
     Nan E. Joesten, Esq.                    $445
     Tyler C. Gerking, Esq.                  $320
     Christine G. Esperanza, Esq.            $295

     Paralegals Expected to Be Most Active
     -------------------------------------
     Fernando Esponda                        $215

Farella Braun will seek reimbursement of all out-out-of pocket
expenses.

Dean M. Gloster, Esq., a partner at Farella Braun & Martel LLP,
assures the Court that the firm will coordinate with the
committee and other professionals representing the committee to
avoid overlap and unnecessary duplication of effort or services.

According to Mr. Gloster, Farella Braun has conducted a diligent
search for conflicts of interest with all of the firm's
connections to the Debtors, creditors, and other parties-in-
interest.  "As far as I have been able to ascertain, none of
these connections represents a conflict with Farella Braun &
Martel's representation of the DALRC, its board, or an official
committee designated as the representative of non-pilot retirees
in the case," Mr. Gloster says.

Mr. Gloster discloses that:

   (1) Grant Thompson, an associate at Farella Braun, previously
       worked at Finn Dixon & Herling LLC, which represented SAC
       Capital;

   (2) Georgia H. Meagher, formerly a partner at Farella Braun,
       represented Davis Polk & Wardwell between June 1992 and
       February 1993;

   (3) William J. Schlinkert, a partner at Farella Braun,
       represented Boeing Corporation from July 1996 to December
       1996;

   (4) Fernando Esponda, a paralegal at Farella Braun, was
       previously employed as a paralegal at Loeb & Loeb LET.  
       During the period from 1993-95, he worked as a paralegal
       in an employment matter for Delta Air Lines, Inc.; and

   (5) Partners Douglas Young, Peter Modlin, James Bruen, John
       Cooper, Derrick Watson, Deborah Schmall, Charles Sink,
       Adam Dawson, and Robert Hines, and other Irrigators at
       Farella Braun represent the General Electric Company and a
       variety of its affiliates in environmental, construction,
       products liability and commercial litigation matters
       completely unrelated to Delta or its assets.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in  
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Wants to Reduce Fifth Third Bank Deposit by $9.6 Mil.
----------------------------------------------------------------
Thomas P. Ogden, Esq., at Davis Polk & Wardwell, in New York,
relates that Fifth Third Bank, located in Cincinnati, Ohio, has
been Comair Inc.'s principal bank for seven years.  Comair
maintains an operating account and an overnight account at the
bank.

In addition, among other things, Fifth Third is the issuer of
over 40 letters of credit for the benefit of various Comair
vendors and suppliers, and of credit cards distributed to Comair
employees for payment of company expenses.

Starting August 26, 2005, representatives of Comair and Fifth
Third communicated extensively in connection with Comair's
banking needs in the event of bankruptcy.  During a September 13
conference call, Fifth Third personnel assured Comair that
banking procedures necessary for the continuation of normal
banking operations in the event of a bankruptcy were in place.

Along with the other Debtors, Comair filed its petition in this
case at or about 4:31 p.m. on Sept. 14, 2005.  At that time,
the deposit balances was $13,757,250 in the Operating Account and
$80,376 in the Overnight Account.

                    September 14 Wire Transfer

According to Mr. Ogden, on the morning of Sept. 14, 2005, Delta
had initiated a $27,908,081 wire transfer to Fifth Third with
instructions for the funds to be deposited into the Operating
Account.  Comair accounting personnel observed the bank's receipt
of the wire transfer through a real-time computer program that
permits Fifth Third customers to track transactions.

Although Fifth Third received the Delta wire transfer on
Sept. 14, 2005, the bank apparently failed to deposit the funds
into the Operating Account on that day.  Instead, Fifth Third
delayed depositing the funds into the Operating Account until
Sept. 15, 2005, the day after the filing of the Comair petition.

The account entry for the postpetition wire transfer deposit is
styled "Miscellaneous Credit -- CREDIT MEMO" and includes no
reference to the Delta wire transfer or any of its particulars.  
This documentation is not normal for a wire transfer deposit, and
is not how wires from Delta normally appeared in the Operating
Account, Mr. Ogden says.

About a week after the bankruptcy filing, Comair received by mail
a notice from Fifth Third assessing a charge for a $24,000,000
overdraft on the Operating Account as of September 14, 2005.  
While the source of the supposed overdraft is unknown, it plainly
demonstrates that the Delta wire transfer had not been deposited
as of September 14, Mr. Ogden relates.

                      Administrative Freeze

On the morning of Sept. 15, 2005, Fifth Third imposed a
blanket administrative freeze on Comair accounts totaling over
$41,700,000, including the postpetition deposit of the
$27,900,000 wire transfer.  Fifth Third took this action without
warning, and in violation of assurances as late as September 13
that normal banking operations would continue in the event of a
Comair bankruptcy.

Mr. Ogden relates that, because of the freeze, Comair flight
operations were put at risk on the morning of Sept. 15, 2005, as
large wire transfers to fuel suppliers were blocked.  The
disruption also potentially affected the substantial portion of
Delta flights that depended on passengers connecting from Comair.  
In addition, the freeze left Comair uncertain that it would be
able to fund its payroll on Sept. 16, 2005.

Apart from the accounts freeze, Fifth Third also dishonored
credit cards issued to Comair and Delta AirElite employees.

In response to the freeze and the risks to Comair operations,
counsel for the Debtors immediately initiated negotiations with
counsel for Fifth Third, who were present in New York City and
later that day attended the first day hearing before the Court.

Counsel for Fifth Third asserted that the administrative freeze
was necessary to protect a security interest in Comair accounts
under the bank's deposit agreements with Comair.  Specifically,
the bank pointed to Section 7 of the Rules & Regulations
Applicable to all Fifth Third Accounts and Cards (February 2005),
which provides that a Customer grants Bank a security interest in
all accounts for any debt owing to Bank by any Customers
regardless of the amount of contribution by any Customer to the
account.

Fifth Third also cited terms and conditions set forth on Comair
account signature cards, including that Fifth Third is granted a
security interest in, and may, at any time, set off, against any
balance in the account, any debt owed to Bank by any person
having the right of withdrawal.

Counsel for Fifth Third represented that Comair accounts at the
bank totaled over $30,000,000, and that the bank's security
interest in the accounts secured $5,400,000 in unconditional
letters of credit, $22,000,000 in four aircraft leveraged lease
financings provided by Fifth Third, and amounts outstanding on
the credit cards issued to Comair employees.

                Adequate Protection Stipulation

Based on these representations, as well as the exigencies of the
administrative freeze, Comair on the afternoon of September 15
agreed to maintain no less than $15,250,000 in its deposit
accounts as adequate protection for the alleged Fifth Third
security interests, in exchange for the bank's agreement
immediately to lift the administrative freeze on Comair accounts.

The Adequate Protection Stipulation was placed on the record
toward the close of the September 15 first day hearing.  As
agreed by the parties, the $15,250,000 adequate protection will
be allocated:

   (i) $9,600,000 in respect of the four airplane lease
       arrangements;

  (ii) $5,400,000 in respect of the Fifth Third letters of
       credit, subject to reduction for any letters that expire
       or are cancelled; and

(iii) $250,000 in respect of the Comair employee credit cards,
       subject to reduction for any issuer agreements that expire
       or are cancelled.

Mr. Ogden says that the Stipulation was expressly deemed an
interim arrangement, without prejudice to any legal argument that
the parties may raise and the right of either party to seek
increased or reduced adequate protection.

                  The Aircraft Leveraged Leases
  
In 1997 and 1999, Comair, Fifth Third, and other parties entered
into four leveraged lease transactions pursuant to each of which
Comair leased a Bombardier CRJ-100 regional jet aircraft.

In one of the four arrangements, Fifth Third Bank, and, in the
remaining three, its subsidiary Fifth Third Leasing Company,
acted as the owner participant, contributing a total of
$20,400,000 toward the purchase of the four aircraft leased by
Comair under the leveraged leases.

In each transaction, Fifth Third or Fifth Third Leasing, each as
owner participant, entered into an agreement appointing First
Union National Bank as the owner trustee.

Under each of the agreements, the Owner Trustee purchased the
aircrafts with funds provided by the equity contribution of Fifth
Third or Fifth Third Leasing, and the proceeds of secured loans
made by the loan participant, Export Development Corporation.  In
each transaction, the Owner Trustee thereby became the aircraft's
legal owner.

Comair leased each aircraft pursuant to a lease agreement with
the Owner Trustee, and not Fifth Third or Fifth Third Leasing.

In each transaction, the Owner Trustee secured its obligation
under a loan certificate issued to EDC by pledging its title and
interest in the leased aircraft, along with its rights to receive
lease payments from Comair, to First Security Bank, now known as
Wells Fargo Bank, N.A., as indenture trustee under an agreement
with EDC.

Since entering into the four leases, Comair has made all of its
lease payments to the Indenture Trustee and has never made the
payments to Fifth Third or Fifth Third Leasing.

                   Debtors Want Deposit Reduced

Delta Air Lines Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to modify
the Adequate Protection Stipulation between Comair and Fifth Third
by reducing the $15,250,000 adequate protection amount maintained
in the Fifth Third account to $5,650,000.

Mr. Ogden argues that Comair does not owe obligations to Fifth
Third under any of the four leveraged lease arrangements, on
these grounds:

  (i) Comair's leveraged lease obligations are owed to an
      indenture trustee, not Fifth Third;

(ii) Fifth Third or Fifth Third Leasing participated in each
      leveraged lease by contributing equity, which unlike debt
      is not subject to the bank security interest; and

(iii) Fifth Third Leasing, not Fifth Third Bank, was the equity
      participant in three of the four leases.

Mr. Ogden adds that the adequate protection amount exceeds the
prepetition balances in Comair's Fifth Third accounts by over
$1,400,000.  This is because, contrary to representations by
Fifth Third in connection with the Adequate Protection
Stipulation, a $27,900,000 wire transfer from Delta to Fifth
Third was not deposited into a Comair account until after the
Comair bankruptcy filing, leaving prior to the filing only about
$13,800,000 in the Comair accounts.

In sum, the Debtors seek these reductions:

   Grounds for Adjustment                               Amount
   ----------------------                               ------
   No Leveraged Lease Obligations to Fifth Third;
   and Leveraged Lease Obligations Are Not Debt     ($9,600,000)

   Security Interest Does Not Apply to
   Fifth Third Leasing Leveraged Leases              (7,065,600)

   Non-Deposit of Wire Transfer Funds                (1,412,374)

                         Automatic Stay

Mr. Ogden asserts that Fifth Third has violated the automatic
stay in at least two ways:

   1.  Fifth Third imposed an excessive and unjustified blanket
       freeze on all funds in Comair accounts based on highly
       incorrect and exaggerated claims as to the Delta wire
       transfer and the Comair leveraged lease obligations; and

   2.  Fifth Third refused to honor credit cards issued to Comair
       and Delta AirElite employees until Comair acceded to the
       bank's adequate protection demands.

Whatever its right to impose a limited freeze on Comair accounts,
Fifth Third had no unilateral right to stop performing under its
credit card agreements with Comair, he says.

Accordingly, the Debtors ask the Court to impose civil sanctions
against Fifth Third and direct the bank to pay the attorneys'
fees incurred by the Debtors.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in  
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DELPHI CORP: In Talks with GM on Restructuring Efforts
------------------------------------------------------
Delphi Corporation (Pink Sheets: DPHIQ) will accelerate
discussions with General Motors regarding Delphi's restructuring
efforts.

Delphi said that GM has agreed to temporarily forego previously
agreed-to 2006 price reductions on components provided by Delphi,
to provide interim financial support.  Additionally, Delphi also
said it was continuing to work to achieve consensual agreements
with the unions that represent Delphi employees, and that it will
suspend its previously contemplated Dec. 16, 2005, motion to
petition for rejection of its collective bargaining agreements and
modification of retiree health care benefits under Sec. 1113/1114
of the U.S. Bankruptcy Code, at least until Jan. 20, 2006.

"These constructive actions demonstrate a willingness to
accelerate efforts to achieve consensual resolutions to the
significant challenges facing Delphi," Delphi Chairman and CEO
Robert Miller said.

While these discussions continue, Delphi said it would have no
further comments regarding GM's role in the potential outcome or
resolution of the issues.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of    
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts.


DIAMOND ENT: Sept. 30 Balance Sheet Upside-Down by $463,939
-----------------------------------------------------------
Diamond Entertainment Corp. delivered its quarterly report on Form
10-QSB for the quarter ending Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 21, 2005.

The company reported a $156,506 net loss on $695,997 of net sales
for the quarter ending Sept. 30, 2005.  At Sept. 30, 2005, the
company's balance sheet showed $3,257,635 in total assets and
$3,721,574 in total debts, resulting in a $463,939 stockholders'
deficit, compared to a $238,259 deficit at Sept. 30, 2004.

                     Going Concern Doubt

Pohl, McNabola, Berg and Company, LLP, expressed substantial doubt
about Diamond Entertainment's ability to continue as a going
concern after it audited the company's financial statements for
the fiscal year ended March 31, 2005.  The auditors point to the
company's significant working capital deficiency, substantial
recurring losses and negative cash flows from operations.  

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?33d

Diamond Entertainment Corporation d/b/a e-DMEC was formed under
the laws of the State of New Jersey on April 3, 1986.  In May
1999, the Company registered in the state of California to do
business under the name "e-DMEC".  DMEC markets and sells a
variety of videocassette and DVD (Digital Video Disc) titles to
the budget home video and DVD market.  The Company also purchases
and distributes general merchandise including children's toy
products, general merchandise and sundry items.


DP 8 LLC: Has Until April 17 to Make Lease-Related Decisions
------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Arizona extended,
until April 17, 2006, the period within which DP 8 L.L.C., can
elect to assume, assume and assign, or reject its unexpired
nonresidential real property leases.

The Debtor reminds the Court that on Sept. 15, 2004, it entered an
Order Authorizing Debtor's Sale of Real Property and Resolving
Motion for Order Directing Sale of Commons Parcel, Use of Proceeds
to Pay Secured Debt, or Alternatively, Dismissal of Case.

The Court's Order provided that the Debtor is the owner of a 60%
interest in the Commons Parcel and holds a 60% interest in the
Sept. 30, 2004, option to reacquire the Commons Parcel from
Superstition Springs R-14 Associates.  On Sept. 30, 2005,
Superstition Springs' counsel advised the Debtor's counsel that
the option had been extended for one year to Sept. 30, 2006.

As part of the Option Agreement, the Debtor also holds a 60%
interest in a lease of the property from Superstition Springs.  
The lease decision period extension is therefore necessary so the
Debtor will not be forced to assume or reject that lease or any
other lease until it can make a final decision on those leases.

Headquartered in Mesa, Arizona, DP 8 L.L.C., a real estate
developer, filed for chapter 11 protection on July 30, 2004
(Bankr. Ariz. Case No. 04-13428).  Dale C. Schian, Esq., at Schian
Walker PLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection, it listed $13,626,000 in
total assets and $3,663,678 in total debts.


EMERITUS ASSISTED: Selling Brookdale Shares for $39.6 Million
-------------------------------------------------------------
Emeritus Assisted Living (AMEX: ESC) sold its shares in Brookdale
Senior Living, Inc.  The Company's shares were acquired through
its investment in Alterra Healthcare, which subsequently merged
with Brookdale.  

The Company held 2,086,000 shares at the time Brookdale initiated
trading and expects to receive $19.00 per share, or $39.6 million,
excluding fees.  Fees are currently expected to be approximately
$2.8 million.  The Company will book a gain in the fourth quarter
of approximately $34 million.

Emeritus received $25 million in cash for the first half of its
position in Alterra in June 2005, recognizing a gain of
$21 million in the Company's second quarter financial statements.  
In total, Emeritus will receive approximately $62 million in cash
and book gains of approximately $55 million in 2005 related to the
Company's investment in Alterra.  The Company has no further
ownership interest in Brookdale.

Emeritus Assisted Living -- http://www.emeritus.com/-- is a
national provider of assisted living and related services to
seniors.  Emeritus is one of the largest developers and operators
of freestanding assisted living communities throughout the United
States.  These communities provide a residential housing
alternative for senior citizens who need help with the activities
of daily living with an emphasis on assistance with personal care
services to provide residents with an opportunity for support in
the aging process.  Emeritus currently holds interests in 182
communities representing capacity for approximately 18,400
residents in 34 states.

As of September 30, 2005, Emeritus' equity deficit widened to
$134,220,000 from a $128,319,000 equity deficit at Dec. 31, 2004.


EMERITUS ASSISTED: $26.6-Mil. Notes Tendered in Exchange Offer
--------------------------------------------------------------
Emeritus Assisted Living (AMEX: ESC) reported that its offer to
exchange 6.25% Convertible Subordinated Debentures due 2008 for
its existing 6.25% Convertible Subordinated Debentures due 2006,
expired at 5:00 p.m. Eastern time on Tuesday, Nov. 22, 2005.

The new debentures will bear interest at 6.25% per year,
payable semi-annually each January 1 and July 1, and will not be
subject to redemption by the Company prior to maturity.  The
principal amount of the new debentures will be due on July 1,
2008.  Like the existing debentures, the new debentures will be
unsecured obligations of Emeritus, subordinated and subject in
right of payment to all existing and future senior indebtedness
and are convertible into common shares of Emeritus at a conversion
price of $22.00 per share.

U.S. Bank, National Association, the exchange agent for the offer,
has advised Emeritus that approximately $26.625 million in
principal amount of the existing debentures was tendered pursuant
to the exchange offer.  Emeritus has advised the exchange agent
that it will exchange all existing debentures that have been
tendered for exchange.

Emeritus Assisted Living -- http://www.emeritus.com/-- is a
national provider of assisted living and related services to
seniors.  Emeritus is one of the largest developers and operators
of freestanding assisted living communities throughout the United
States.  These communities provide a residential housing
alternative for senior citizens who need help with the activities
of daily living with an emphasis on assistance with personal care
services to provide residents with an opportunity for support in
the aging process.  Emeritus currently holds interests in 182
communities representing capacity for approximately 18,400
residents in 34 states.

As of September 30, 2005, Emeritus' equity deficit widened to
$134,220,000 from a $128,319,000 equity deficit at Dec. 31, 2004.


EMPIRE FINANCIAL: Faces Possible Delisting from AMEX
----------------------------------------------------
Empire Financial Holding Company (AMEX: EFH) received notice from
the staff of the American Stock Exchange, on November 15, 2005,
indicating that Empire no longer complies with AMEX's continued
listing standards due to having shareholders' equity of less than
$4,000,000 and losses from continuing operations and net losses in
three of its four most recent fiscal years, as set forth in
Section 1003(a)(ii) of the AMEX Company Guide, and that its
securities are, therefore, subject to being delisted from AMEX.

In its quarterly report on Form 10-Q for the period ended
September 30, 2005, Empire reported shareholders' equity of
approximately $2,944,000.  Subsequent to that date, Empire
increased its shareholders' equity through the sale of its
discount brokerage operation.  Empire has appealed the AMEX staff
determination and requested a hearing before a committee of the
Exchange.

Management believes that the already completed sale of its
discount brokerage business coupled with pending equity raising
transactions will enable it to regain compliance.  However, there
can be no assurance that Empire will be able to regain compliance.
In the event of delisting, Empire's stock would be traded on the
OTC Bulletin Board.

Empire Financial Holding Company, through its wholly owned
subsidiary, Empire Financial Group, Inc., provides full-service   
retail brokerage services through its network of independently   
owned and operated offices and discount retail securities   
brokerage via both the telephone and the Internet.  Through its   
market-making and trading division, the Company offers securities   
order execution services for unaffiliated broker dealers and makes   
markets in domestic and international securities.  Empire   
Financial also provides turn-key fee based investment advisory and   
registered investment advisor custodial services through its   
wholly owned subsidiary, Empire Investment Advisors, Inc.  

                         *     *     *

                      Going Concern Doubt   

The audit report contained in its Annual Report on Form 10-KSB for   
the year ended Dec. 31, 2004, contains an explanatory paragraph  
that raises doubt about the Company's ability to continue as going  
concern because of losses from continuing operations in 2004, 2003
and 2002, a stockholders' deficit at the end of 2004 and
uncertainties relating to regulatory investigations.  


ENERGY & ENGINE: Sept. 30 Balance Sheet Upside-Down by $220,097
---------------------------------------------------------------
Energy & Engine Technology Corporation delivered its quarterly
report on Form 10-QSB for the period ended Sept. 30, 2005, to the
Securities and Exchange Commission on Nov. 14, 2005.

For the three months ended Sept. 30, 2005, the Company reported a
$2,015,128 net loss from continuing operations, compared to a
$1,055,233 net loss from continuing operations for the same period
in 2004.

In Sept. 2005, the Company raised $500,000 from an officer through
a purchase of $250,000 worth of Company common stock and issuance
of a $250,000 term note.  The Company also raised an additional
$1,000,000 from investors in October 2005 in a convertible note
financing of which $250,000 was used to pay off a bridge loan from
its CEO Willard G. McAndrew, III.

                     Management Actions

In the third quarter, the Company closed on a financing in the
aggregate of $500,000 with an officer of the Company.  The
financing consisted of:

   i) issuance of 4,166,667 shares of common stock valued at
      $250,000, and

  ii) issuance of a $250,000 two-year note.

The Company also borrowed $250,000 from its Chief Executive
Officer, which was repaid on Oct. 14, 2005.

                     Going Concern Doubt

Marcum & Kliegman LLP expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2004 and 2003.  

At Sept. 30, 2005, Energy & Engine reported $3.1 million in total
assets and $3.4 million in total liabilities, which resulted in a
$220,097 stockholders' deficit.

Headquartered in Plano, Texas, Energy & Engine Technology
Corporation (OTC:EENT) -- http://www.eent.net/-- develops and
markets auxiliary power generators for the long haul trucking
industry.  The Company's flagship product, the AXP 1000, is an
idle-reduction technology device, designed for new and retrofit
installation on semi truck tractors, that provides power
generation without requiring the operation of the truck's engine.
Powered by an EPA- approved and CARB-certified engine, the AXP
1000 maintains the truck's battery power while delivering
electricity for air conditioning, heating, and the operation of
televisions, appliances and other devices, to the sleeper cab,
thereby reducing fuel consumption, air/noise pollution and long-
term truck maintenance costs.


ENTHEOS TECH: Continues to Incur Net Losses in Third Quarter 2005
-----------------------------------------------------------------
Entheos Technologies, Inc., delivered its financial statements to
for the quarter ended Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 14, 2005.

The company reported net loss of $20,300 on $0 revenues for the
quarter ended Sept. 30, 2005.  At Sept. 30, 2005, the company's
balance sheet showed $1,902,006 in total assets, $28,861 in total
liabilities, and $1,873,145 in total stockholders' equity.

A full-text copy of Entheos Technologies, Inc.'s financial
statements for the quarter ending Sept. 30, 2005, is available at
no charge at http://ResearchArchives.com/t/s?343

                       Going Concern Doubt

Moore Stephens Ellis Foster Ltd., in Vancouver, British Columbia,
Canada, raised substantial doubt about Entheos Technologies'
ability to continue as a going concern after it audited the
company's financial statements for the fiscal year ended Dec. 31,
2004.  Moore Stephens points to recurring net losses and negative
retained earnings.

Entheos Technologies, Inc., through its wholly owned subsidiary
Email Solutions, Inc., operates as an Application Service Provider
providing reliable, real time, high volume outsourced email and
search engine optimization services.  The Company is currently
seeking to augment its position in technology-based services
through the acquisition of and or joint venture with, other
technology based ventures.


ENTHEOS TECH: Board Names Harmel Rayat as New President & CEO
-------------------------------------------------------------
The Board of Directors for Entheos Technologies, Inc., appointed
Harmel S. Rayat as the new president and chief executive officer
effective Nov. 14, 2005, following the death of Stanley Wong, the
company's former president and chief executive officer.

Mr. Rayat is also a director, secretary, treasurer and principal
financial officer of the company.

Mr. Wong died on Nov. 11.  He was the company's president and CEO
since Feb. 10, 2003.

Entheos Technologies, Inc., through its wholly owned subsidiary
Email Solutions, Inc., operates as an Application Service Provider
providing reliable, real time, high volume outsourced email and
search engine optimization services.  The Company is currently
seeking to augment its position in technology-based services
through the acquisition of and or joint venture with, other
technology based ventures.

                        *     *     *

                     Going Concern Doubt

Moore Stephens Ellis Foster Ltd., in Vancouver, British Columbia,
Canada, the company's external auditor, raised substantial doubt
about Entheos Technologies' ability to continue as a going
concern.  Moore Stephens points to recurring net losses and
negative retained earnings.


ETS PAYPHONES: Management Conveys Going Concern Doubt Over Losses
-----------------------------------------------------------------
ETS Payphones, Inc.'s management expressed substantial doubt about
the Company's ability to continue as a going concern in the Form
10-QSB filed with the Securities and Exchange Commission on
November 14, 2005.

The Company's management points to three factors:

   * $10,593 net loss for the quarter ended Sept. 30, 2005;

   * $943,505 net loss for the nine months ended Sept. 30, 2005;
     and

   * a $536,537 working capital deficiency at September 30, 2005.  

At September 30, 2005, the Company's balance sheet showed
$8,111,070 in total assets and $2,627,914 in stockholders equity.  

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?34e

ETS Payphones, Inc., operates, services, and maintains a system of
payphones.  ETS is one of the largest independent payphone
operators in the United States, and managed approximately 15,500
payphones from eight branch offices handling 29 states, Washington
D.C., and Puerto Rico before the sale of the majority of its
payphones in New York, New Jersey, Connecticut, and Massachusetts,
which occurred on June 30, 2005.  The Company currently owns and
operates approximately 13,000 payphones from seven branch offices
handling 31 states, Washington D.C., and Puerto Rico.


FEDERAL-MOGUL: Wants Until April 1 to Make Lease-Related Decisions
------------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
the time within which they may elect to assume or reject non-
residential real property leases, through and including April 1,
2006.

The Debtors continue to evaluate the Real Property Leases, which
relate to numerous facilities integral to their ongoing business
operations, James E. O'Neill, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., in Wilmington, Delaware, tells
the Court.

According to the Debtors, they need more time to:

   (i) consolidate their facilities to eliminate redundancies and
       inefficiencies; and

  (ii) shift certain manufacturing efforts to portions of the
       country and the world more suitable to their businesses,
       consistent with the overall business plan.

Mr. O'Neill asserts that the requested extension should be
granted so the Debtors may preserve the maximum flexibility in
restructuring their business.  "Given the inherent fluidity in
the operation of a large, complex business enterprise such as the
Debtors' circumstances may arise during the pendency of the
chapter 11 cases that will cause the Debtors to rethink the need
to continue leasing a particular facility or their decision to
reject a given Real Property Lease."

In the absence of an extension of the current deadline, the
Debtors could be forced to either prematurely:

   (1) assume real property leases that would later be
       burdensome, giving rise to large potential administrative
       claims against the Debtors' estates and hampering their
       ability to reorganize successfully; or

   (2) reject real property eases that would have been of benefit
       to their estates, to the collective detriment of all
       stakeholders.

Mr. O'Neill assures the Court that pending their election to
assume or reject the real property leases, the Debtors will
perform all of their obligations arising from and after the
Petition Date in a timely fashion, including payment of
postpetition rent due.

Judge Lyons will convene a hearing on December 14, 2005, at 10:00
a.m., Eastern Daylight Time, to consider the Debtors' request.  
By application of Del.Bankr.LR 9006-2, the Debtors' lease
decision deadline is automatically extended until the conclusion
of that hearing.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.  (Federal-Mogul Bankruptcy News, Issue No. 98;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Court Approves Settlement Agreement with Michigan
----------------------------------------------------------------
The Hon. Robert T. Lyons of the U.S. Bankruptcy Court for the
District of Delaware authorizes Federal-Mogul and its debtor-
affiliates to enter into their Settlement Agreement with the State
of Michigan.  Pursuant to the Settlement Agreement, Michigan will
be deemed to have Allowed Unsecured Claims in fixed amounts
against the applicable Debtors.

The salient terms of the Settlement Agreement are:

A.  Environmental Sites

    To address each of the Claims asserted by the State as well as
    to acknowledge that some liability may not yet be known or
    quantifiable and that some sites have yet to be discovered or
    linked to applicable U.S. Debtors.  The Settlement treats each
    site classification as:

    a. Liquidated Sites

       The Liquidated Sites were previously owned or operated by
       certain U.S. Debtors.

       The Claims relating to the Liquidated Sites allege that
       certain of the U.S. Debtors are liable for past and future
       response costs or natural resource damages with respect to
       those sites pursuant to federal or state environmental law
       or private contractual obligations.

       The Claims will be treated as allowed unsecured claims for
       past and future response costs.  There are three Liquidated
       Sites, which collectively relate to allegedly secured
       claims filed by the State for $3.2 million.  The Settlement
       compromises those claims as allowed unsecured claims in
       amounts totaling $2,290,265.

       The U.S. Debtors may eventually recover insurance proceeds
       with respect to the Liquidated Sites.

       Accordingly, the State may be entitled to a 50% pro rata
       portion of the insurance proceeds recovered on account of
       the Liquidated Sites, which would be in addition to the
       distribution it is entitled to under the Plan as a holder
       of an Allowed Unsecured Claim.

    b. Additional Sites

       Additional Sites encompass all sites, including without
       limitation, all facilities other than those sites
       designated as Debtor-Owned Sites, Specified Sites, and the
       Liquidated Sites, where, among others, a prepetition
       release or threatened release of a hazardous substance has
       occurred.

       All liabilities and obligations of the applicable U.S.
       Debtors to the State with respect to Additional Sites will
       be discharged under Section 1141 of the Bankruptcy Code
       pursuant to the terms of the confirmed Plan, and the State
       will receive no distributions under the Plan on account of
       the liabilities and obligations.

       In exchange for the discharge, the State may require the
       applicable U.S. Debtor(s) to pay the State the amounts
       incurred if the State undertakes response activities in the
       ordinary course with respect to any Additional Site,
       subject to the State's claims receiving treatment as
       unsecured claims.

       The State will also have the ability to determine the
       applicable U.S. Debtors' liability and may seek to obtain
       and liquidate a judgment of liability, or enter into a
       settlement of the liability, with one or more of the U.S.
       Debtors in the manner and before the administrative or
       judicial tribunal the State would have utilized if the
       Chapter 11 cases had never been commenced.

       In the event that any claim regarding an Additional Site is
       liquidated by settlement or judgment, the applicable U.S.
       Debtor(s) will satisfy the determined amount.

       The Determined Amount will be satisfied by providing the
       value of the consideration that would have been distributed
       under the Plan to the holder of the claim if the Determined
       Amount had been an allowed unsecured claim under the Plan.

       The Distribution Amount will be paid in cash, notes or
       other similar forms distributed to holders of allowed
       unsecured claims under the Plan.

    c. Debtor-Owned Sites

       Debtor-Owned Sites include those in the State of Michigan
       that the applicable U.S. Debtors own on the date of
       confirmation of the Plan.

       If between June 2005 and prior to plan confirmation any of
       the properties or sites are no longer owned by any of the
       U.S. Debtors, the properties or sites will become Specified
       Sites.

       The applicable U.S. Debtors' liabilities and obligations at
       the Debtor-Owned Sites will not be discharged pursuant to
       Section 1141, or in any way affected or waived by the Plan
       or the Settlement.  Thus, the Claimants are free to assert
       claims and pursue enforcement actions or other proceedings
       against the U.S. Debtors with respect to the Debtor-Owned
       Sites.

    d. Specified Sites

       Specified Sites are those properties within the State of
       Michigan that the applicable U.S. Debtors no longer own at
       any time after June 2005 and prior to plan confirmation,
       including the ICD Muskegon Site and other sites.

       The applicable U.S. Debtors will continue their legal
       obligations and liabilities to the State to remediate or
       address any release of a hazardous substance from the site
       that occurred on or prior to the last date of ownership of
       the property or site by the applicable U.S. Debtor, as if
       that site was a Debtor-Owned Site.

       To the extent a release of hazardous substances occurs
       after the transfer date of the site, other than the
       continuation of releases to the environment that originated
       prior to that date, or migrations therefrom, the applicable
       U.S. Debtors will not be responsible.

       The applicable U.S. Debtors will not be responsible for
       post-Transfer Date compliance with any legal obligations,
       environmental or otherwise, pertaining to the Specified
       Site, other than the permit or other obligations that are
       required in connection with the remediation of any release
       of hazardous substances from a Specified Site that occurred
       or originated prior to the Transfer Date.

B.  Administrative Claims

    The State agreed:

    a. to withdraw, with prejudice, its application for allowance
       of an administrative claim;

    b. not to file any other application in the Debtors' cases
       seeking allowance of an administrative expense claim; and

    c. that any claims it may have in the Debtors' proceedings
       will be treated as unsecured claims.

Pursuant to Section 363 of the Bankruptcy Code, the parties ask
the U.S. Bankruptcy Court for the District of Delaware to approve
the settlement agreement.

A full-text copy of the 35-page Settlement Agreement is available
for free at http://ResearchArchives.com/t/s?347

The Court rules that those sites located in Michigan, which are
classified as Liquidated, Additional, Debtor-Owned and Specified
sites will be given their appropriate treatment pursuant to the
Settlement Agreement.

Judge Lyons clarifies that nothing in the Order or the Settlement
Agreement releases or waives:

   (a) the tax-related claims of the Michigan Department of
       Treasury; and

   (b) the claims filed by Kurdziel Industries, Inc., Sparta
       Property Holding Company LLC, and Sparta Foundry, Inc.

Furthermore, nothing in Order, the Debtors' request or the
Settlement Agreement will in any way operate to, or have the
effect of, impairing the insurers' legal, equitable or
contractual rights in any respect.  The rights of insurers will
be determined under any applicable insurance policies or
applicable insurance settlement agreements.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.  (Federal-Mogul Bankruptcy News, Issue No. 97;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLYI INC: Wants Troutman Sanders as Special Counsel
---------------------------------------------------
FLYi, Inc., and its debtor-affiliates seek the U.S. Bankruptcy
Court for the District of Delaware's permission to employ Troutman
Sanders LLP as their special counsel, nunc pro tunc to Nov. 8,
2005, with respect to aircraft-related, litigation, corporate,
tax, and other matters.

Troutman Sanders has substantial experience in aircraft financing
and aircraft acquisitions and dispositions, as well as litigation,
corporate, tax and other expertise.

Troutman Sanders has developed substantial knowledge regarding
the Debtors since the firm had been working closely with the
Debtors and other professionals in various prepetition
activities.

As special counsel, Troutman Sanders will:

   (a) advise the Debtors with respect to, and assist in the
       negotiation and documentation of, aircraft financing
       agreements and leases, and related transactions;

   (b) review the nature and validity of any liens asserted
       against the Debtors' aircraft and related equipment, and
       advise the Debtors concerning the enforceability of those
       liens;

   (c) advise and assist the Debtors in connection with any
       potential dispositions and acquisitions of aircraft and
       related equipment;

   (d) advise the Debtors concerning aircraft financing
       agreements and lease assumptions, assignments, rejections
       and aircraft restructurings and recharacterizations;

   (e) commence and continue litigation necessary and appropriate
       to assert rights held by the Debtors, and protect assets
       of the Debtors' Chapter 11 estates; and

   (f) provide non-bankruptcy corporate, litigation, tax, and
       other services to the Debtors to the extent requested by
       the Debtors.

The current hourly rates of Troutman Sanders attorneys expected
to provide services to the Debtors are:

     Professional                     Title        Rate
     ------------                     -----        ----
     Charles P. Greenman, Esq.        Partner      $585
     Robert D. Straus, Esq.           Partner      $475
     Amos Alter, Esq.                 Of Counsel   $445
     Shawn D. Rafferty, Esq.          Partner      $370
     Brian C. Harms, Esq.             Associate    $250
     Matthew J. Aaronson, Esq.        Associate    $345
     Christina H. Bost-Seaton, Esq.   Associate    $235
     J Canchola                       Paralegal    $155
     L Conway-Fried                   Paralegal    $160

As of the Petition Date, the firm had a $175,000 retainer from
the Debtors.

Robert D. Strauss, Esq., a partner at Troutman Sanders, attests
that the firm does not hold or represent any interest adverse to
the Debtors.  Thus, Troutman Sanders satisfies the requirements
for employment as special counsel pursuant to Section 327(e) of
the Bankruptcy Code.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent  
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


FLYI INC: Wants Court to Enforce Automatic Stay
-----------------------------------------------
At the outset of large bankruptcy cases, debtors run the risk that
parties unfamiliar with the effect and scope of the automatic stay
under Section 362 of the Bankruptcy Code will undertake
impermissible collection activities on account of the debtors'
prepetition obligations.

Brendan Linehan Shannon, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, believes that the risk can
be minimized if FLYi, Inc., and its debtor-affiliates can mail or
otherwise provide an order specifically stating the terms of
Section 362 to any creditor or other party-in-interest, who is
seeking to collect prepetition claims.

The automatic stay prohibits the commencement or continuation of
lawsuits, collection of debts, repossession of property,
foreclosure sales, and garnishment or levies.  The automatic stay
remains in effect until:

    (i) a judge lifts the stay at the request of a creditor;
   (ii) the debtor gets a discharge; or
  (iii) the item of property is no longer property of the estate.

The Debtors, therefore, ask the U.S. Bankruptcy Court for the
District of Delaware to enter an order reciting and enforcing the:

   a. provisions of Sections 362 of the Bankruptcy Code to
      provide a stabilizing effect in their Chapter 11 cases; and

   b. nondiscrimination provisions of Section 525 to enable them
      to provide reinforcing notice of those protections to
      various officials and staff in governmental agencies and to
      emphasize to those parties that the Court is prepared to
      enforce those provisions to the fullest extent necessary.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent  
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


FLYI INC: Section 341(a) Meeting Scheduled for December 16
----------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
will convene a meeting of FLYi, Inc., and its debtor-affiliates'
creditors on December 16, 2005, at 10:00 a.m.  The meeting
will be held at Room 2313, 844 King Street in Wilmington,
Delaware.  This is the first meeting of creditors required under
Section 341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent  
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


FOAMEX INT'L: U.S. Trustee Objects to Motion to Fund Foamex China
-----------------------------------------------------------------          
Pursuant to Section 363(b) of the Bankruptcy Code and Rule 6004
of the Federal Rules of Bankruptcy Procedure, Foamex International
Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for
the District of Delaware to authorize Foamex LP to provide
$255,000 to Foamex China, Inc., for entry into a joint venture
with Shanghai Vehicle Awning.  SVA is a Chinese automotive
supplier that specializes in the production of, among others, seat
covers, interior trim and laminated material.

                  Foamex Shanghai Joint Venture

The Joint Venture, Foamex Shanghai Co. Ltd., will be organized
under Chinese law as a limited liability company.  The purpose of
the Joint Venture is to produce and sell:

    * laminated material for automobile interiors;
    * polyurethane foam; and
    * rebond carpet cushion.

These products will be manufactured using SVA's current
production facility in Shanghai.  However, Foamex needs to
contribute technological expertise to help increase product
quality and introduce an advanced lamination production line,
Pauline K. Morgan, Esq., Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, says.

The Joint Venture's formation documents require each party to
make specific cash investments in exchange for its ownership
interest.  With the $255,000 from Foamex, Foamex China will have
51% ownership interest in the Joint Venture.  SVA, on the other
hand, will invest $245,000 in exchange for 49% interest.

Ms. Morgan relates that the Joint Venture will allow Foamex to
establish operations in China without the inherent risk and
significant costs involved if Foamex were to build its own
manufacturing facility and establish its own operation in China.
Through the Joint Venture, Foamex will also benefit from SVA's
existing customer base, she adds.

Ms. Morgan notes that China is rapidly developing into one of the
world's largest producers of cars and car components.  "This
means that, going forward, it is critical that Foamex establish a
manufacturing presence there or risk losing business to overseas
domestic competitors with operations in China," Ms. Morgan
explains.

In addition, Ms. Morgan tells the Court, at least one of the
Debtors' largest customers has agreed, pending approval of the
Motion, to purchase foam products from the Joint Venture.
Furthermore, a number of customers have advised the Debtors that
they are considering moving orders for laminated products from
plants located in North America to plants located in China.  The
Debtors believe that once the Joint Venture begins production,
other customers will look to the Joint Venture to meet their
needs.  Through the Joint Venture, Foamex will position itself to
capture any business that might otherwise be lost by its North
American operations.

The benefits of establishing a presence in China justify the
modest $255,000 initial investment, Ms. Morgan maintains.  Foamex
expects a return on its modest investment in a relatively short
period of time.  Foamex expects that the synergy created by
merging the Debtors' manufacturing expertise and customer
relationships with SVA's facilities and local business contacts
will make the Joint Venture profitable from inception or very
shortly thereafter.

                     U.S.  Trustee Objects

Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, contends
that the Debtors' request requires compliance with Section 345 of
the Bankruptcy Code.

David L. Buchbinder, Esq., in Wilmington, Delaware, points out
that the only asset the Debtors seek to make use of is cash.  The
use, sale and lease of estate property is governed under Section
345.

Additionally, Mr. Buchbinder notes, the Debtors avoid
characterizing how the funds are to be provided to Foamex China,
whether by way of loan, investment or gift.

From the language of the Motion, Mr. Buchbinder concludes that
the Debtors are proposing to invest cash into a non-debtor
foreign subsidiary.  "They may not do so unless they can comply
with Section 345 and protect the funds for the creditor body as
required by the statute," he argues.  "Thus, Foamex China must
comply with Section 345(b) because the monies will not be
protected by United States Government insurance or guarantees, or
backed by the full faith and credit of the United States."

In addition, the U.S. Trustee asserts that the Motion is
unsupported by any admissible evidence.  According to Mr.
Buchbinder, the Motion is stated in terms of conclusions without
supporting facts.  "There is absolutely no way to determine the
bona fides of the transaction or whether or not it is in the best
interests of the estate, separate and apart from . . . Section
345," he says.

Accordingly, the U.S. Trustee asks the Court to deny the Debtors'
request.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Wants Until Feb. 16 to Make Lease-Related Decisions
-----------------------------------------------------------------          
Foamex International, Inc., and its debtor-affiliates are parties
to approximately 42 unexpired non-residential real property
leases of various types.  The Debtors lease real property used
for manufacturing, fabricating and warehousing their products.
In addition, the Debtors utilize certain properties for corporate
administrative functions.

During the first 60 days of their Chapter 11 cases, the Debtors
have made progress in evaluating whether their unexpired leases
are assets that warrant assumption or liabilities that should be
rejected.

Section 365(d)(4) of the Bankruptcy Code provides that if a
trustee does not assume or reject an unexpired non-residential
real property lease under which the debtor is the lessee within
60 days after the date of the order for relief, or within an
additional time as the court, for cause, fixes, then that lease
is deemed rejected, and the trustee will immediately surrender
that non-residential real property to the lessor.

Pauline K. Morgan, Esq., Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates that on September 28, 2005, the
Debtors sought and obtained approval to reject five unexpired
leases.  Although the lease rejections represent preliminary
steps toward the completion of an analysis on whether to assume
or reject the Unexpired Leases, the Debtors need more time to
complete the task, she says.

Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Debtors
ask the U.S. Bankruptcy Court for the District of Delaware to
extend their lease decision period until February 16, 2005.

Ms. Morgan asserts that the extension is reasonable and
appropriate in light of, among other things:

    (a) the large number of Unexpired Leases to be analyzed;

    (b) the complex nature of the Debtors' Chapter 11 cases;

    (c) the fact that the Debtors' cases are in their early
        stages; and

    (d) the fact that the Debtors' initial exclusive period to
        file a plan of reorganization runs through January 17,
        2006.

Ms. Morgan contends that without an extension, the Debtors may be
forced to prematurely assume the Unexpired Leases, which could
lead to unnecessary administrative claims against their estates
if the Leases ultimately are terminated.  Conversely, if the
Debtors precipitously reject the Unexpired Leases in view of the
60-day deadline, they may forego significant value in the
Unexpired Leases, in addition to creating large unwarranted
rejection damage claims in their cases.

The Debtors believe that they are substantially current on their
postpetition rent obligations under each Unexpired Lease, and
they intend to timely perform their obligations under each
Unexpired Lease.  Moreover, Ms. Morgan points out, the Court has
already approved $320,000,000 in postpetition financing, which
will enable the Debtors, along with revenues from their ongoing
business, to continue to perform timely all of their postpetition
obligations under the Unexpired Leases pending a determination as
to whether to assume or reject the Unexpired Leases.

The Court will convene a hearing at 11:00 a.m. on December 2,
2005, to consider the Debtors' request.  By application of Rule
9006-2 of the Local Rules of Bankruptcy Practice and Procedures
of the United States Bankruptcy Court for the District of
Delaware, the Debtors' lease decision deadline is automatically
extended through the conclusion of that hearing.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Court Approves Miscellaneous Asset Sale Procedures
----------------------------------------------------------------          
As previously reported in the Troubled Company Reporter, during
the ordinary course of their manufacturing and distribution
processes, Foamex International, Inc., and its debtor-affiliates
have accumulated assets, including idle or obsolete equipment,
fixtures and shop supplies that are no longer used in, or are no
longer necessary for, the operation of the their businesses.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to establish uniform procedures for the sale of the
Miscellaneous Assets free and clear of all liens, claims and
encumbrances.

The Debtors want to sell the Miscellaneous Assets to eliminate
costs associated with maintaining unnecessary assets, free space
in their facilities, reduce or eliminate the need for payment of
storage for offsite storage, and raise funds for their estates.

The Debtors propose these Miscellaneous Assets sale procedures:

    1. The Debtors will sell Miscellaneous Assets for
       consideration of up to $50,000, without further notice to
       any party other than a certification filed upon completion
       of the sale with the Court.

    2. Any proceeds realized from the sale of the Miscellaneous
       Assets will be applied in accordance with the Debtors'
       postpetition financing arrangements, applicable laws and
       any relevant orders of the Court.

    3. As soon as practicable, after any sale, the Debtors will
       file a report of sale in accordance with Rule 6004(f)(1) of
       the Federal Rules of Bankruptcy Procedure.

    4. If the sale consideration exceeds $50,000 but is less than
       $250,000, the Debtors will provide written notices by First
       Class Mail to:

          -- the United States Trustee of the District of
             Delaware;

          -- counsel to the Debtors' postpetition lenders;

          -- counsel to the ad hoc committee of senior secured
             bondholders;

          -- indenture trustees for each of the Debtors' bond
             issuances;

          -- counsel to the Official Committee of Unsecured
             Creditors; and

          -- all parties that have requested notice in the
             Debtors' Chapter 11 cases.

    5. The Notice Parties will have five days to object to the
       proposed sale.  In the absence of an objection, the Debtors
       may consummate the sale without further notice or hearing.
       If an objection is timely made, the Debtors will not
       proceed with the sale unless:

          -- the objection is withdrawn or resolved; or
          -- the Court approves the sale by Order.

                        *     *     *

The Honorable Peter J. Walsh of the U.S. Bankruptcy Court of the
District of Delaware approves the Miscellaneous Asset Sale
Procedures, as modified.

The Court authorizes the Debtors to sell the Miscellaneous Assets
for up to $35,000, without further notice to any party other than
the filing of a certification with the Court, unless the sale is
to an insider, as the term is defined in Section 101(31) of the
Bankruptcy Code.

If the sale is to an insider for less than $250,000, the Court
directs the Debtors to provide a written notice to the U.S.
Trustee, counsel to the Debtors' prepetition lenders, counsel to
the ad hoc committee of senior secured bondholders, the indenture
trustees for each of the Debtors' bond issuances, counsel to the
Official Committee of Unsecured Creditors and all other Notice
Parties.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


HEMPTOWN CLOTHING: Losses Trigger Going Concern Doubt
-----------------------------------------------------
Hemptown Clothing Inc.'s management expressed substantial doubt
about the Company's ability to continue as a going concern in the
Form 10-QSB filed with the Securities and Exchange Commission on
Nov. 14, 2005.

The Company's management points to three factors:

   * the Company's losses since inception, totaling $1,299,842;

   * further losses anticipated in the development of its
     business; and

   * no assurance that the Company will be able to achieve or
     maintain profitability.  

The Company reported a $280,397 net loss from operations on
$323,939 of net revenues for the quarter ending September 30,
2005.  At September 30, 2005, the Company's balance sheet showed
$2,129,837 in total assets and a $819,177 stockholders equity.  

Dale Matheson Carr-Hilton LaBonte, the Company's auditor, also
expressed going concern doubt after it audited the Company's
financials for the year ending December 31, 2004.    

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?34de

Hemptown Clothing Inc. manufactures and markets hemp apparel brand
clothing to wholesalers, retailers and consumers.  The company's
shares of common stock trade on the Over-the-Counter Bulletin
Board under the trading symbol "HPTWF".


IMX PHARMACEUTICALS: Sept. 30 Balance Sheet Upside-Down by $3.1MM
-----------------------------------------------------------------
IMX Pharmaceuticals, Inc., delivered its quarterly report on Form
10-QSB for the quarter ending Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 25, 2005.

The company reported a $547,434 net loss on $1,927,227 of net
revenues for the quarter ending Sept. 30, 2005.

At Sept. 30, 2005, the company's balance sheet showed $2,946,203
in total assets and a $3,129,007 stockholders' deficit.

The company has incurred substantial losses resulting in an
accumulated deficit of $10,296,451 as of Sept. 30, 2005.  These
conditions raise substantial doubt as to the Company's ability to
continue as a going concern.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?348

Located in Boca Raton, Florida and publicly traded under the
(OTCBB: IMXN), IMX Pharmaceuticals, Inc. develops and markets
over-the-counter pharmaceuticals formulated under their
proprietary licenses that deliver superior skin care benefits.


INTERNATIONAL FUEL: Posts $1.5 Mil. Net Loss in 3rd Quarter 2005
----------------------------------------------------------------
International Fuel Technology, Inc., delivered its financial
results for the quarter ended Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 14, 2005.

International Fuel reported a $1,487,947 net loss on $7,265 of
revenues for the three months ended Sept. 30, 2005, compared to a
$580,443 net loss on $6,435 of revenues for the same period in
2004.  The increase is primarily due to an increase in stock
option expense, legal fees and payroll expense.  The net loss for
the nine-month period ended Sept. 30, 2005 was $4,016,357, as
compared to a $1,772,345 net loss for the corresponding period in
2004.

The Company's balance sheet showed $9,551,337 in total assets at
Sept. 30, 2005, and liabilities of $194,110.  At Sept. 30, 2005,
the Company had accumulated deficit of $43,302,009.

                      Going Concern Doubt

BDO Seidman, LLP, expressed substantial doubt about International
Fuel's ability to continue as a going concern after it audited the
Company's financial statements for the years ended Dec. 31, 2004,
and 2003.  The auditing firm pointed to the Company's recurring
losses from operations and significant cash outflows.

A critical component of management's operating plan to address the
substantial doubt about International Fuel's ability to continue
as a going concern is its ability to obtain capital through
additional debt or equity financing.  

Management says these concerns have been significantly mitigated
with the successful conclusion of a sale of equity during the
third quarter of 2005.  During the third quarter, the Company
raised $5,400,000 from the issuance of restricted common stock in
private placements to accredited investors.  For the nine months
ended September 30, 2005, the Company has raised a total of
$7,000,000 in cash from the issuance of restricted common stock in
private placements.   

International Fuel Technology, Inc. --
http://www.internationalfuel.com/-- is committed to becoming one  
of the leading companies in the development of fuel additive
formulations designed to significantly increase fuel efficiency in
internal combustion engines, as well as reducing harmful
emissions, and to deliver its products to the marketplace on an
economically efficient basis.  Unlike other conventional fuel
technologies, the Company's additives are based on surfactant
chemistry technology.  Because of the unique character of
surfactant molecules the Company's formulations coat the fuel
system, increasing lubricity, while the detergent character of the
molecules prevents deposit formation on fuel injectors.  Finally,
the dispersal of the surfactant molecules throughout the fuel
results in greater atomization and efficiency of combustion,
providing proven increases in fuel economy and reductions in
emissions.


MCI INC: Board Members to Purchase Company Stock
------------------------------------------------
MCI, Inc. (Nasdaq: MCIP) reported that members of its Board of
Directors will again invest 25% of their directors' fees in MCI
Common Stock.  Under a process announced August 12, 2004, MCI has
withheld 25 percent of all directors' fees earned in the current
quarter for investment in MCI Common Stock.  With the opening of
the window period to engage in transactions involving MCI stock,
these funds will be transferred to a broker, who purchases the
shares on behalf of each director.  Shares are held in individual
accounts in each director's name.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 108; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.  The action
affects approximately $6 billion of MCI debt.


METALFORMING TECH: Court Extends Exclusive Period to February 11
----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended until Feb. 11, 2006, the time within
which Metalforming Technologies, Inc., and its debtor-affiliates
have the exclusive right to file a chapter 11 plan.  Judge Walrath
also extended the Debtors' exclusive right to solicit acceptances
of that plan to April 12, 2006.

As reported in the Troubled Company Reporter on Oct. 25, 2005, the
Debtors asked for the extension citing that:

    (1) their chapter 11 cases are large and complex;

    (2) they have not been dilatory in their cases;

    (3) the Committee and Lenders have been, and will continue to
        be, involved in all aspects of their chapter 11 cases; and

    (4) they are paying their ongoing expenses as they become due.

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, represent the Debtors in their restructuring efforts.  As
of May 1, 2005, the Debtors reported $108 million in total assets
and $111 million in total debts.


METALFORMING TECH: Panel Wants Hanify & King as Litigation Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Metalforming
Metalforming Technologies, Inc., and its debtor-affiliates'
chapter 11 cases asks the U.S. Bankruptcy Court for the District
of Delaware for permission to employ Hanify and King, P.C. as its
special litigation counsel, nunc pro tunc to Sept. 23, 2005.

Hanify and King will be the Committee's special litigation counsel
in connection with the investigation and prosecution of claims
that the Debtors' estates may have against the Debtors' pre-
petition lenders, directors, officers or shareholders.

Charles R. Bennett, Jr., Esq., a partner at Hanify and King,
discloses that he bills $475 per hour for his services.  The
Firm's other professionals bill:

    Professional                    Designation      Hourly Rate
    ------------                    -----------      -----------
    Harold B. Murphy, Esq.          Partner             $475
    Kathleen E. Cross, Esq.         Partner             $375
    Jeffrey J. Upton, Esq.          Partner             $400
    Andrew G. Lizotte, Esq.         Partner             $375
    Christopher M. Morrison, Esq.   Associate           $260
    Natalie Wong-Brink, Esq.        Associate           $250
    Tracy L. Wilson                 Paralegal           $140

Mr. Bennett assures the Court that the Firm is a disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.  

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, represent the Debtors in their restructuring efforts.  As
of May 1, 2005, the Debtors reported $108 million in total assets
and $111 million in total debts.


MIRANT CORPORATION: Clarifies Plan Treatment of Turbine Claims
--------------------------------------------------------------
Holders of claims under the Equipment Warehouse Facility in the
chapter 11 cases of Mirant Corporation and its debtor-affiliates
expressed concerns regarding the treatment of their Claims under
the Plan.

The Equipment Warehouse Facility provided Mirant Americas
Development Capital, LLC, with funding to acquire gas turbines
and other related equipment from General Electric Company,
Siemens Westinghouse Power Corporation, Mitsubishi Heavy
Industries America, Inc., and others.  The Equipment Warehouse
Facility initially consisted of a $700,000,000 "true-funding"
tranche and a $1,100,000,000 "treasury-backed" tranche.

In response to those concerns, the Debtors unilaterally stipulate
to and acknowledge that:

    1. The Claims arising under the Equipment Warehouse Facility
       are scheduled by the Debtors as liquidated, not contingent
       and not disputed.

    2. Neither the Debtors nor anyone else has objected to the
       Turbine Claims.  The lawsuit styled as Mirant Corporation
       v. Salomon Smith Barney, et al., Adv. No. 05-04140, filed
       by the Debtors in the Chapter 11 Cases -- MADCI Avoidance
       Action -- seeks to recover certain prepetition payments
       from the parties who received them, but does not contain or
       constitute an objection to the Turbine Claims on any basis,
       including without limitation, Section 502(d)) of the
       Bankruptcy Code.

    3. Accordingly, under the Plan, the Turbine Claims are treated
       as Allowed Mirant Debtor Class 3-Unsecured Claims and will
       receive their Plan Distributions on the Effective Date and
       thereafter as provided in the Plan.  Plan Distributions
       made in respect of the Turbine Claims will not be subject
       to disgorgement as a result of any relief sought or ruling
       in the MADCI Avoidance Action.

    4. The Plan Distributions to be made to the holders of Allowed
       Turbine Claims will be calculated on the basis of the
       principal amount of those Claims plus contract interest at
       the non-default rate.

    5. Rejection of the Plan would result in an indefinite delay
       of plan recoveries to holders of Turbine Claims, and
       creates the risk of a subsequent plan that may provide them
       only with a Claim against MADCI, under which recoveries
       could be very different, and likely less favorable than
       those proposed by the Plan.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 83 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORPORATION: Proposes Plan Treatment for MIRMA Leases
------------------------------------------------------------
Mirant Corporation (OTC Pink Sheets: MIRKQ) has filed a notice
with the United States Bankruptcy Court for the Northern District
of Texas, Fort Worth Division, regarding the proposed consensual
treatment of leases for its Mirant Mid-Atlantic (MIRMA)
subsidiary.

On September 30, 2005, the Court approved the Debtors' Second
Amended Disclosure Statement relating to the Second Amended Joint
Chapter 11 Plan of Reorganization.

As a result of negotiations among the Debtors, the MIRMA
Owner/Lessors and the MIRMA Indenture Trustee, the Debtors have
proposed an alternate treatment for the MIRMA Leases that the
Debtors believe is more favorable to the MIRMA Owner/Lessors and
the holders of the Pass-Through Certificates than the treatment
contained in Section 14.6 of the Plan.

On Nov. 23, 2005, the Debtors filed a Notice Regarding Treatment
of MIRMA Leases In Connection With Second Amended Joint Chapter 11
Plan of Reorganization with the Bankruptcy Court.  As of press
time, none of the MIRMA Owner/Lessors and the MIRMA Indenture
Trustee have agreed to the Proposed Treatment.

At the hearing regarding confirmation of the plan, which will be
commenced at 9:00 A.M. Central Standard Time on Dec. 1, 2005, the
bankruptcy court will consider approving the terms and conditions
regarding the assumption of the MIRMA leases.

The Bankruptcy Court will entertain an objection to approval of
the provisions of the proposed term sheet from a pass through
certificate holder if such objection is filed by 4:00 P.M. Central
Standard Time tomorrow, Nov. 30, 2005.

A full-text copy of the Term Sheet for MIRMA Lease Plan Treatment
is available for free at http://ResearchArchives.com/t/s?34f   

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.


MIRANT CORP: Selling Equipment to Belyea Company for $300,000
-------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask Judge Lynn of the
U.S. Bankruptcy Court for the Northern District of Texas to
approve a private sale by Mirant Americas, Inc., and Mirant
Wyandotte, LLC, of a steam turbine step-up transformer and two
unit auxiliary transformers to Belyea Company, Inc., under a
Purchase and Sale Agreement, dated October 10, 2005.

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that the Assets to be sold to Belyea are among those
purchased by the Debtors prepetition for power generation
facilities projects, including the Wyandotte project.

Because of the downturn in the merchant energy sector, as well as
the Debtors' need to focus on liquidity, Mirant suspended
construction on those projects.  The Debtors also determined that
the incremental costs to complete those projects exceeded the
risk-adjusted present value of the cash flow that would be
generated by the completed projects.

The Debtors have received Court approval to sell certain other
assets that were originally purchased for the Wyandotte project.

With the help of their equipment marketer and brokers,
PennEnergy, Inc., and Thomassen Amcot International, the Debtors
began marketing the Assets in 2004.  Discussions with Belyea were
initiated in July 2005 and finally materialized into the Purchase
and Sale Agreement.

The Purchase and Sale Agreement provides that:

    a. The Assets will be sold for $300,000;

    b. Belyea will pay a $30,000 deposit to the Debtors, to be
       reimbursed in the event the Court disapproves the Asset
       Sale;

    c. The Closing Date will three business days after Court
       approval of the Asset Sale;

    d. Belyea will pay the remaining $270,000 on the Closing Date;

    e. The Debtors will deliver the Assets at an "as is" and
       "where is" basis.  Belyea will take delivery of the Assets
       at Closing and will, at its sole risk and expense, remove
       the Assets from their current location at the Wyandotte
       project site in Wyandotte, Michigan; and

    f. Belyea will bear taxes, levies or assessments arising out
       of Asset Sale.

Accordingly, the Court grants the Debtors' request.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 81 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Court Names Judge Jones to Supervise Settlement Talks
------------------------------------------------------------------
The Hon. D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas designated Bankruptcy Judge Robert
Jones as Settlement Judge to supervise and assist in settlement
negotiations among Mirant Corporation and its debtor-affiliates,
landlords of Mirant Mid-Atlantic, LLC, and U.S. Bank, N.A., as
Pass-through Trustee, with respect to:

    -- the treatment of the MirMA Landlords under the Debtors'
       plan of reorganization; and

    -- pending disputes between the Debtors, on the one hand, and
       the MirMA Landlords and U.S. Bank, on the other hand.

Judge Jones will convene, as he deems necessary, meetings of, or
with one or more of, the parties.  Therefore, the parties are
required to attend each meeting.

Additionally, the parties are also required to submit information
or statements of position as Judge Jones may require.

                        Parties Stipulate

Given the potential for the assumption of the MirMA Leases, the
parties do not believe it is necessary or appropriate to litigate
the Claims Objections at this time.

Hence, the parties agree that all proceedings and requirements
regarding the Objections are stayed indefinitely -- to be
litigated if necessary or appropriate after a determination of
the assumption or rejection of the MirMA Leases.

Because the Debtors filed objections to the MirMA Claims before
entry of the Disclosure Statement Order, the parties agree that
each and all of the MirMa Claims are disallowed for voting
purposes only.  To the extent that a particular MirMA Claim is
temporarily allowed for voting purposes, then that MirMA Claim
may vote to the extent temporarily allowed.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 82 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MONEY CENTERS: Sept. 30 Balance Sheet Upside-Down by $4.1 Million
-----------------------------------------------------------------
Money Centers of America, Inc., delivered its quarterly report on
Form 10-Q for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 14, 2005.

Revenues decreased to $4,547,708 from $4,767,853 by approximately
5% during the three months ended September 30, 2005, as compared
to the three months ended September 30, 2004.  Revenues increased
to $15,348,705 from $11,538,072 by approximately 33% during the
nine months ended September 30, 2005, as compared to the nine
months ended September 30, 2004.

                     Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Money Centers
of America, Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Dec. 31, 2004, due to Money Centers' losses and deficit.  

The Company reported a working capital deficit of $6,105,473 and
an accumulated deficit of $15,498,261 at September 30, 2005, and
had a net loss of $687,231 and net cash used in operations of
$86,320, for the nine months ended September 30, 2005.  

As of September 30, 2005, the company's balance sheet showed
$7,997,755 in total assets and $12,098,218 in total liabilities.

Money Centers of America, Inc., fka iGames Entertainment, Inc. --
http://www.igamesentertainment.com/-- is a single source provider   
of cash access services to the gaming industry.  The Company has
combined advanced technology with personalized customer services
to deliver ATM, Credit Card Advance, POS Debit, Check Cashing
Services, CreditPlus outsourced marker services, and merchant card
processing.

The Company's growth strategy is to become the innovator in cash
access and financial management systems for the gaming industry.
The business model is specifically focused on specialty
transactions in the cash access segment of the funds transfer
industry.


MRC WARREN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: MRC Warren Fasteners, Inc.
             13201 Stephens Road
             Warren, Michigan 48089

Bankruptcy Case No.: 05-89373

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                       Case No.
      ------                                       --------
Piercetek, Inc.                                    05-89376
MRC Industrial Group China Investment Co., Ltd.    05-89378

Type of Business: The Debtors design, manufacture, and distribute
                  fasteners and precision components.
                  See http://www.mrcind.com/

                  The Debtors' affiliate, The McLaughlin Company,
                  is subject to an involuntary chapter 11 petition
                  filed by three of its creditors on November 4,
                  2005 (Bankr. E.D. Mich. Case No. 05-89164).

Chapter 11 Petition Date: November 15, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtors' Counsel: Michael E. Baum, Esq.
                  Max J. Newman, Esq.
                  Schafer & Weiner, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, Michigan 48304
                  Tel: (248) 540-3340
                  Fax: (248) 642-2127

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
MRC Warren Fasteners, Inc.    $0 to $50,000      $10 Million to
                                                 $50 Million

Piercetek, Inc.               $0 to $50,000      $10 Million to
                                                 $50 Million

MRC Industrial Group          $0 to $50,000      $10 Million to
China Investment Co., Ltd.                       $50 Million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Blue Cross Blue Shield of Michigan              $736,243
600 East Lafayette
Detroit, MI 48226

Beta Steel Corporation                          $351,259
P.O. Box 189002
Utica, MI 48318

Charter Steel                                   $196,105
1658 Cold Springs Road
Saukville, MI 53080

Freeway                                         $137,665

Kreher Steel Company LLC                        $133,145

Law Offices of John Chupa                       $130,000

American Metal Processing                       $125,228

T.M.K. Investments                              $109,130

Thomas M. McConnell                             $100,000

Forest City Technologies                         $95,261

City of Petoskey                                 $94,375

Graber Rogg Inc.                                 $71,176

S.P.M. Industries                                $68,777

Leader Tool Company                              $67,098

Commercial Steel Treating                        $55,531

QAD                                              $55,190

D.T.E. Energy                                    $54,760

A.S.A.P. Express                                 $50,810

J.D. Plating Company Inc.                        $48,210

Wolverine Plating Corp.                          $44,797


NHC COMMUNICATIONS: Can't File Financial Statements by Dec. 9
-------------------------------------------------------------
NHC Communications Inc. (TSX: NHC) filed a Notice of Default on
Nov. 1 for failing to file its financial statements for the
financial year ending July 29, 2005, on time.

On Nov. 25, 2005, the company provided an update on it status.

As previously disclosed, the company and its auditors have
concluded an arrangement for the payment of professional fees for
the current and prior year and the Company has not been able to
collect the proceeds its latest private placement on expected
dates and has failed to fulfill the above-mentioned payment
arrangement.  As a consequence and as disclosed, it is highly
unlikely that the Company's auditors will resume their work on
time for the Company to file its financial statement's for the
financial year ending July 29, 2005, by Dec. 9, 2005.

NHC Communications Inc. -- http://www.nhc.com/-- is a leading  
provider of products and services enabling the management of voice
and data communications for telecommunication service providers.
NHC's ControlPoint(R) solutions utilize a high-performance
software driven Element Management System controlling an
automated, true any-to-any copper cross-connect switch, to enable
incumbent local exchange carriers and other service providers to
remotely perform the four key tasks that historically have
required manual on-site management.  These four tasks fundamental
to all operations are loop qualification, deployment and
provisioning, fallback switching and service migration of Voice
and Data services including DSL and T1/E1. Using ControlPoint(R)
NHC's customers avoid the risk of human error and dramatically
reduce labour and operating costs.  NHC maintains offices in
Montreal, Quebec, and Paris, France.  "ControlPoint(R)" is a
registered trademark of NHC Communications Inc.


NORTHWEST AIRLINES: Huron Consulting Approved as Ch. 11 Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted final approval to Northwest Airlines Corp. and its debtor-
affiliates' application to employ Huron Consulting Group, subject
to modifications in their Engagement Agreement.

Since July 2005, Huron has worked with the Debtors' personnel
and supported the Debtors' legal and other advisors.  Pursuant to
the parties' engagement letter, Huron will continue to:  

   (a) assist the Debtors in the implementation of "Play Books"   
       that would facilitate the process of the restructuring;  

   (b) assist management, as requested, in addressing information
       requests from various parties related to the   
       restructuring;  

   (c) assist management, as requested, with financial
       reporting matters in preparation for and resulting from
       a restructuring;  

   (d) review financial and other information as necessary to   
       assist with the matters noted above; and  

   (e) provide additional services as may be requested from time  
       to time by the Debtors and agreed to by Huron including,   
       among other things, assistance with valuation issues,   
       claims management and reconciliation, analyses required   
       for reporting to the Court and other parties including
       any official committees appointed by the U.S. Trustee.  

The professionals at Huron will be paid at these hourly rates:  

           Professional           Rate   
           ------------           ----  
           Managing Directors     $600  
           Directors              $460  
           Managers               $360  
           Associates             $270  
           Analysts               $195  

The Debtors agree to reimburse Huron for reasonable out-of-
pocket expenses in conjunction with its monthly professional
fee statements.

Northwest Airlines Corporation -- http://www.nwa.com/-- is     
the world's fourth largest airline with hubs at Detroit,  
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and  
approximately 1,400 daily departures.  Northwest is a member of  
SkyTeam, an airline alliance that offers customers one of the  
world's most extensive global networks.  Northwest and its travel  
partners serve more than 900 cities in excess of 160 countries on  
six continents.  The Company and 12 affiliates filed for chapter  
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.  
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in  
Washington represent the Debtors in their restructuring  
efforts.  When the Debtors filed for protection from their  
creditors, they listed $14.4 billion in total assets and $17.9  
billion in total debts.  (Northwest Airlines Bankruptcy News,  
Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Inks Settlement with Airport Operators
----------------------------------------------------------
As previously reported, certain airport operators have asked the
U.S. Bankruptcy Court for the Southern District of New York
to compel Northwest Airlines, Inc., to segregate and remit
passenger facility charges the Debtor collected on their behalf.

The Airport Authorities pointed out that the Debtors have not
complied with Section 40117 of the U.S. Transportation Code,
which provides that PFCs must be (i) segregated in a separate
account and (ii) not commingled.  

The Airport Authorities also demanded further details and
documents relating to the trust established by the Debtors for
the timely payment of PFCs.

The Debtors and the Airport Authorities engaged in negotiations
to settle the issue.  Consequently, the parties agree to resolve
their disputes through a stipulation.

The terms of the Court-approved stipulation are:

   (1) Northwest will establish an irrevocable trust entitled
       NWA Irrevocable PFC Trust, with Wilmington Trust Company
       and Stanton Trust Company as trustees, for the benefit of
       the airport operators.  On December 2, 2005, the trustees
       will establish the PFC Trust as a segregated account that
       is maintained for the specific purpose of ensuring timely
       deposit and payment of collected PFCs to the appropriate
       airport operators;

   (2) The parties acknowledge that the PFCs are trust funds and
       are not properties of the estate pursuant to Section 541
       of the Bankruptcy Code;

   (3) On the Establishment Date, Debtors agree to fund the PFC
       Trust in an amount equal to the aggregate average monthly
       liability for PFCs.  The PFC Reserve will equal (i) the
       sum of the total PFCs collected by Debtors, on behalf of
       all airports entitled to be paid PFCs, net of any credits
       or holdbacks allowed by law, during the 12-month period
       prior to the Petition Date, (ii) divided by 12;

   (4) On or before the Establishment Date, the Debtors agree
       to fund the PFC Trust with an amount equal to the PFC
       Reserve divided by 30 and multiplied by two;  

   (5) Every 12 months after the Establishment Date, the PFC
       Reserve will be recalculated so the PFC Reserve equals (i)
       the sum of the total PFCs collected by Debtors, on behalf
       of all airports entitled to be paid PFCs, net of any
       credits or holdbacks allowed by law, during the preceding
       12-month period, (ii) divided by 12;

   (6) From the Establishment Date until the effective date of
       confirmation of their plan of reorganization, the Debtors
       will continuously maintain the amount of PFCs in the PFC
       Trust:

         (a) The PFC Trust will at all times contain PFCs in an
             amount no less than the PFC Reserve;

         (b) In addition to the PFC Reserve, the Debtors will,
             each week commencing on the first Friday after the
             Establishment Date, deposit the Daily PFC Amount
             from their operating accounts immediately into the
             PFC Trust.  

             The Daily PFC Amount means an amount equal to (i)
             1/30th of the PFC Reserve, (ii) multiplied by seven.
             The Daily PFC Amount is an advance payment of
             Northwest Airlines' maximum level of estimated,
             accrued, but unpaid, postpetition PFC obligations
             for each day of the following week; and

         (c) Beginning on December 23, 2005, and continuing each
             month, the Debtors will reconcile the aggregate
             Daily PFC Amount deposited in the PFC Trust in the
             prior month against the actual amount of PFCs
             collected for the prior month.  In the event that
             the amount of the Actual Monthly PFCs is greater
             than the aggregate Daily PFC Amount, the Debtors
             will within one business day thereafter segregate an
             amount of cash equal to the difference and deposit
             the amount into the PFC Trust.  In the event that
             the Actual Monthly PFCs are less than the aggregate
             Daily PFC Amount, the Debtors will be entitled to a
             credit against its future funding of the PFC Trust
             in the amount of the difference;

   (7) Pursuant to Section 40117(m)(3) of the Transportation
       Code, the Debtors will not to grant to any third party,
       any security or other interest in the PFCs;

   (8) The PFC Trust document will provide that the trustees will
       timely remit the PFCs monthly to the applicable
       administrators, institutions, authorities, agencies and
       entities entitled to receive the funds; and

   (9) Until the Establishment Date, Debtors will collect and
       remit PFCs in the manner the Debtors currently collect and
       remit PFCs, including but not limited to continued payment
       of PFCs through the NWA Irrevocable Trust that was
       established by Debtors before the Petition Date with
       Wilmington and Stanton.

Northwest Airlines Corporation -- http://www.nwa.com/-- is     
the world's fourth largest airline with hubs at Detroit,  
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and  
approximately 1,400 daily departures.  Northwest is a member of  
SkyTeam, an airline alliance that offers customers one of the  
world's most extensive global networks.  Northwest and its travel  
partners serve more than 900 cities in excess of 160 countries on  
six continents.  The Company and 12 affiliates filed for chapter  
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.  
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in  
Washington represent the Debtors in their restructuring  
efforts.  When the Debtors filed for protection from their  
creditors, they listed $14.4 billion in total assets and $17.9  
billion in total debts.  (Northwest Airlines Bankruptcy News,  
Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Court Approves Rejection of Excess Aircraft
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorizes Northwest Airlines Corp. and its debtor-affiliates
to reject the leases or abandon the Additional Potential Excess
Aircraft in line with the Debtors' decision to rationalize costs
relating to aircraft lease and debt obligations and match their
aircraft fleet to future operating needs.

A list of the Additional Potential Excess Aircraft is available
free of charge at http://ResearchArchives.com/t/s?34b  

The Debtors may file a notice for the rejection of any lease or
abandonment of the Aircraft, to be effective five business days
after service of the notice by electronic mail upon the lessors,
lenders or indenture trustees, as applicable, and their counsel.

Should no objection be filed to the notice, the rejection or
abandonment will be effective as of the fifth business day
following service, without further Court order.  Should an
objection to the notice be filed, the Court will conduct a
hearing and determine whether to approve the rejection or
abandonment.

For the time as any Aircraft is still in use by the Debtors, the
Debtors will maintain the current insurance on the Aircraft and
will comply with applicable Federal Aviation Administration
regulations concerning maintenance and operation of the Aircraft.  
The Debtors will not remove or swap engines or other parts,
except in the ordinary course of maintenance for the Aircraft or
to return an Aircraft with its associated engines

At the conclusion of the 30-day coverage period, the Debtors will
cease insuring and maintaining the affected aircraft and engines,
unless:

   (a) the Debtors agree to continue the insurance and
       maintenance for a longer period; or

   (b) the Court determines, on request of a lessor, lender or
       other affected party, that the termination of insurance or
       maintenance would be unreasonable under the specific
       circumstances presented to the Court.

Furthermore, if the lessor, lender or other affected party is
unable to move an aircraft due to a failure by the Debtors to
deliver the records and documents as are necessary for the
lessor, lender or other affected party to cause the aircraft to
be moved to another location, then, upon written demand from the
lessor, lender, or other affected party, the Coverage Period will
be extended to the earlier of:

   (i) the date that is 15 days after the Debtors deliver (or
       make available) the necessary documentation; or

  (ii) the date the lessor, lender or other affected party
       takes possession of the Aircraft.

At the request of the lessor, lender or other affected party with
respect to a sublease, the Debtors may assume and assign a
sublease to the lessor, lender or other affected party.  At the
request of the applicable lessor, lender or other affected party,
the Debtors may assign any warranties or similar manufacturer
benefits relating to the Aircraft held by the Debtors to the
lessor, lender or other affected parties, and the Warranties will
remain in full force and effect as if the Warranties remain held
by the Debtors.

For the avoidance of doubt, the term "administrative expense
claim" includes claims for rent, use, or adequate protection,
whether asserted pursuant to Section 363, 365, or 503 of the
Bankruptcy Code or otherwise.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Gets Court Nod to Lend $1.5 Million to Chinese Unit
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized:

     (i) Owens Corning and its debtor-affiliates to lend to Owens
         Corning China $1,500,000; and

    (ii) Owens Corning China to capitalize TradeCo. with the
         loan amount, in one or more capital contributions.

Owens Corning has been developing a market in China for its
products since 1995 and continues to evaluate and analyze the
market in China for new opportunities.  As of October 5, 2005,
Owens Corning (China) Investment Company Ltd. -- Owens Corning's
indirect, wholly owned, non-debtor subsidiary in China -- has
established a series of non-debtor subsidiaries under the laws of
the People's Republic of China to manufacture, market, distribute
and sell the Company's products.

The Chinese non-debtor subsidiaries include:

    Subsidiary                   Date Est.          Purpose
    ----------                   ---------    -------------------
    Owens Corning (Guangzhou)      1994       Manufacture and sell
    Fiberglas Co. Ltd.                        fiberglass
                                              insulation products

    Owens Corning (Shanghai)       1996       Manufacture and sell
    Fiberglas Co. Ltd.                        fiberglass
                                              insulation products

    Owens Corning (Anshan)         1996       Market, distribute
    Fiberglas Co., Ltd.                       and sell fiberglass
                                              insulation products

    Owens Corning (Nanjing)        1996       Manufacture and sell
    Foamular Board Co., Ltd.                  foam insulation
                                              products

    Owens Corning (Shanghai)       2002       Manufacture, sell
    Composites Co., Ltd.                      and distribute
                                              muffler products to
                                              be used for various
                                              automobile platforms
                                              to tier-one
                                              automotive product
                                              suppliers in China

    Owens Corning (Tianjin)        2004       Develop, manufacture
    Building Materials Co.,                   and sell building
    Ltd.                                      materials, including
                                              fiberglass
                                              insulation products

    Owens Corning (Jiangyin)       2004       Develop and
    Building Materials Co.,                   manufacture building
    Ltd.                                      materials and
                                              provide related
                                              technical services

    Owens Corning (Shanghai)       2003       Provide, trade and
    International Trading Co.,                business consulting
    Ltd.                                      services in the
                                              Waigaoquia free
                                              trade zone in
                                              Shanghai

Despite its successes and growth in the Chinese markets, certain
of Owens Corning's operations have been limited by various
restrictions on foreign owned entities imposed by the Ministry of
Commerce of the People's Republic of China.  Among other things,
these restrictions limited the ability of the foreign owned
entities to import commodities and third parties' products for
sale in China, or sell to Chinese customers goods containing a
preponderance of third party's products.  Those restrictions have
largely been lifted, after the People's Republic of China's entry
into the World Trade Organization in 2001.

Accordingly, Owens Corning has concluded that it can best take
advantage of the increasingly permissive foreign investment and
trading climate in China by establishing a new "trading company"
in accordance with the Management of Commercial Enterprises With
Foreign Investment regulations promulgated on April 16, 2004, as
MOFCOM Order [2004] No. 8.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells the U.S. Bankruptcy Court for the District of
Delaware that unlike Owens Corning's existing affiliates in China,
TradeCo. would have the corporate authorization, permits and
licenses required to:

    -- toll-manufacture products;

    -- import affiliates' or third parties' products for
       distribution and sale in China;

    -- export third parties' products for sale;

    -- act as a commission sales agent; and

    -- undertake related commercial activities, in full compliance
       with Chinese law.

Ms. Stickles points out that to comply with the requirements
regarding "paid-in capital" and provide adequate working capital
for its operations, TradeCo. must be capitalized with $1.5
million, with 15% of the amount required promptly on formation
and the balance due within two years thereafter.  The funds would
be loaned by Owens Corning to Owens Corning China, and then
contributed by Owens Corning China to TradeCo.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No.
120; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARKWAY HOSPITAL: Removal Period Stretched to February 1
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period, until Feb. 1, 2006, within which The Parkway
Hospital, Inc., can remove prepetition actions.

The Debtor has been devoting substantial amounts of time to
transitioning into chapter 11 and operating its business as a
debtor-in-possession.  Since filing for chapter 11 protection, the
Debtor's management and professionals have been consumed with the
operation of the Debtor's business and complex task of
negotiations with the Creditors' Committee and potential
financiers.

The Debtor believes that the extension period will afford it the
opportunity to make fully informed decisions concerning removal of
any prepetition actions and will assure that it does not forfeit
valuable rights.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PARKWAY HOSPITAL: Gets Bridge Order Extending Plan Filing Period
----------------------------------------------------------------
The Parkway Hospital, Inc., sought and obtained a bridge order
from the U.S. Bankruptcy Court for the Southern District of New
York extending its exclusive periods to file a plan of
reorganization and solicit acceptances of that plan.  The Debtor's
exclusive plan filing period is intact until Dec. 6, the day the
Court will convene a hearing to consider extending the exclusive
periods until next year.

The Debtor asked for an extension of its exclusive plan-filing
period until March 1, 2006, and its exclusive period to solicit
plan acceptances to May 1, 2006.

The Debtor told the Bankruptcy Court that it has been unable to
formulate a plan of reorganization because of the demands dealt
by:

     a) significant employee issues, including negotiations with
        the union and certain benefit issues;

     b) negotiations with its Official Committee of Unsecured
        Creditors

     c) executory contract and lease issues;

     d) negotiations with certain significant government
        litigation creditors; and

     f) negotiations with potential lenders.

At present, the Debtor is continuing the administration of its
chapter 11 case and the negotiations with various creditor
constituencies for a consensual plan of reorganization.  The
extension will also give the Debtor sufficient time to analyze the
claims asserted against the estate.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PRESCIENT APPLIED: Posts $388,493 Net Loss for Qtr. Ended Sept. 30
------------------------------------------------------------------
Prescient Applied Intelligence, Inc., fka The ViaLink Company,
delivered its financial statements for the quarter ended Sept. 30,
2005, to the Securities and Exchange Commission on Nov. 14, 2005.

The company reported a net loss of $388,493 on $2,348,870 of net
revenue for the quarter ended Sept. 30, 2005.  At Sept. 30, 2005,
the company's balance sheet showed $23,257,808 in total assets,
$2,299,938 in total liabilities, and $20,957,871 in positive
stockholders' equity.  The company's balance sheet also showed
negative retained earnings of $103,984,086 at Sept. 30, 2005, and
$102,700,514 at Dec. 31, 2004.

A full-text copy of Prescient Applied Intelligence, Inc.'s
financial statements for the quarter ended Sept. 30, 2005, is
available at no charge at http://ResearchArchives.com/t/s?344

                       Going Concern Doubt

KPMG LLP raised substantial doubt about the company's ability to
continue as a going concern after it audited the company's
financial statements for the fiscal year ended Dec. 31, 2004.  
KPMG pointed to recurring losses and lack of additional financing.

Prescient Applied Intelligence, Inc. -- http://www.prescient.com/
-- fka The viaLink company, provides advanced commerce solutions
such as subscription-based, business-to-business electronic
commerce services that enable companies in the consumer packaged
goods and retail industries to efficiently manage their highly
complex supply chain information.  viaLink's services include
syncLink(R), a service that allows manufacturers, wholesalers,
distributors, sales agencies and retailers to communicate and
synchronize item, price and promotion information in a more cost-
effective and accessible way than is possible using traditional
electronic and paper-based methods.  


PROTOCOL SERVICES: Hires Evercore Restructuring as Expert
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
gave Protocol Services, Inc., and its debtor-affiliates permission
to employ Evercore Restructuring, L.P., as their expert with
respect to the debt instruments to be issued in connection with
their proposed joint plan of reorganization.

The Debtors filed an amended Plan and its accompanying disclosure
statement on Oct. 28.  If the disclosure statement is approved,
expert reports will be due on Jan. 6, 2005, and plan confirmation
is set for Jan. 18, 2006.

Specifically, Evercore will research, prepare and deliver expert
witness testimony concerning the debt instruments.  William Repko,
the co-head of the Firm's restructuring advisory business, will
provide the expert testimony sought by the Debtors.  

The Debtors require the Firm's expertise to provide consulting and
expert witness services in connection with their chapter 11 cases.

The Firm will bill a $50,000 fixed fee for its services.  The
Debtors disclose that they will provide a $15,000 expense advance
to the Firm for the engagement.

Craig T. Moore, the Firm's Managing Director, assures the Court
that his Firm does not hold any interest materially adverse to the
Debtors' estate.

Headquartered in Deerfield, Illinois, Protocol Services, Inc., and
its subsidiaries offers agency services, database development and
management, data analysis, direct mail printing and lettershops,
e-marketing, media replication, and inbound and outbound
teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


PROTOCOL SERVICES: Assigns Services Contract to Marketing Software
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
gave Protocol Services, Inc., and its debtor-affiliates permission
to assume and assign a master services agreement to Marketing
Software Company, nunc pro tunc to Nov. 1, 2005.

In December 2003, the Debtors provided data processing services to
maintain a marketing database for Jo-Ann Stores, Inc., pursuant to
a services agreement.

In Nov. 2004, the Debtors sold certain assets, properties and
rights to Marketing Software, which impaired their ability to
perform services for Jo-Ann.  The Debtors then subcontracted
Marketing Software to perform for Jo-Ann substantially all of the
services required under the services agreement.

Joel C. Bakal, the Debtors' chief financial officer, tells the
Court that they are exposed to a potential $275,000 liability for
each breach of the services agreement.  Marketing Software's
liability, on the other hand, is limited to $15,000 for any one
event.

Against this backdrop, the parties executed an assignment
agreement on Nov. 1, 2005.  Terms of the agreement include:

  (a) Protocol will assume, modify and assign the services
      agreement to Microsoft Software;
  
  (b) Jo-Ann consents to the assignment of the services agreement
      and stipulates that Protocol is not in default under the
      agreement;
  
  (c) Protocol will not pay any cure costs arising from the
      assignment agreement; and
  
  (d) Protocol's obligations under the operations agreement are
      terminated.

Headquartered in Deerfield, Illinois, Protocol Services, Inc., and
its subsidiaries offers agency services, database development and
management, data analysis, direct mail printing and lettershops,
e-marketing, media replication, and inbound and outbound
teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


RAMP CORP: Court Approves Asset Sale to VIP Medicine for $98,000
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of New York
approved Ramp Corporation and its debtor-affiliate Health Ramp,
Inc.'s request to sell their Smart Clinic, Smart Voice and Smart
Gist point of care software technologies and other related assets,
free and clear of liens, claims and encumbrances, to VIP Medicine,
LLC.

The Court approved the sale transaction and the terms and
conditions of the parties' Asset Purchase Agreement on Nov. 22,
2005.

The Debtors and VIP Medicine entered into the Asset Purchase
Agreement on October 2005.  That Agreement calls for the sale of
the Debtors' Smart Clinic, Smart Voice and Smart Gist point of
care software technologies and other related assets to VIP
Medicine for $98,000.

The Debtors purchased those same assets from Berdy Medical Systems
Inc., before their bankruptcy filing.

Under the Purchase Agreement, VIP Medicine will assume the
Debtors' obligation to pay Dr. Jack Berdy and Richard Holtmeier
pursuant to the Debtors' existing employment agreements with those
two parties.

The Agreement also called for the payment of a Break-Up Fee of
$5,000 per week from Oct. 1, 2005, in the event the Debtors sell
the Berdy Assets to another party with a higher and better other
than VIP Medicine by Nov. 15, 2005.  No other parties submitted a
higher bid for the Berdy Assets.

The Debtors told the Court that VIP Medicine is a good faith
purchaser in accordance with Section 363(m) of the Bankruptcy
Code.

The Court confirmed that VIP Medicine submitted the highest and
best bid for the Berdy Assets pursuant to the Asset Purchase
Agreement and authorizes the Debtors to do everything necessary to
effectuate that Agreement.

Ramp Corporation -- http://www.Ramp.com/-- through its wholly      
owned HealthRamp subsidiary, develops and markets the CareGiver
and CarePoint suite of technologies.  CareGiver enables long term
care facility staff to easily place orders for drugs, treatments
and supplies from a wireless handheld PDA or desktop web browser.
CarePoint enables electronic prescribing, lab orders and results,
Internet-based communication, data integration, and transaction
processing over a handheld device or browser, at the point-of-
care.  HealthRamp's products enable communication of value-added
healthcare information among physician offices, pharmacies,
hospitals, pharmacy benefit managers, health management
organizations, pharmaceutical companies and health insurance
companies.  The Company filed for chapter 11 protection on June 2,
2005 (Bankr. S.D.N.Y. Case No. 05-14006).  Howard Karasik, Esq.,
at Sherman, Citron & Karasik, P.C., represents the Debtors in
their restructuring efforts.  As of May 31, 2005, Ramp Corp.
reported $6 million in total assets and $13 million in total
debts.


RAVINE ROAD: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ravine Road, L.P.
        17 Ravine Road
        Frazer, Pennsylvania 19355

Bankruptcy Case No.: 05-39325

Chapter 11 Petition Date: November 17, 2005

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Dimitri L. Karapelou, Esq.
                  Ciardi & Ciardi, P.C.
                  2005 Market Street, Suite 2020
                  Philadelphia, Pennsylvania 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
J.V. D'Ascenzo Construction                     $429,858
17 Ravine Road
Frazer, PA 19355

Great Valley School District                     $11,054
47 Church Road
Frazer, PA 19355

Wachovia Bank                                     $3,451
Correspondence Team NC 8502
P.O. Box 563966
Charlotte, NC 28256

Donegal Mutual Insurance Company                  $1,137

Aqua PA                                             $343

East Whiteland Township                             $145


REFCO INC: RCM Account Holder Proceedings Stayed Until December 8
-----------------------------------------------------------------          
As reported in the Troubled Company Reporter on Nov. 15, 2005,
Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, reports, approximately 45 holders of
accounts with Refco Capital Markets, Ltd., have raised, in
adversary proceedings, motions and objections filed with the U.S.
Bankruptcy Court for the Southern District of New York, and in
correspondence with Refco Inc., and its debtor-affiliates a common
and overarching issue -- whether certain securities and other
property held by RCM are property of the bankruptcy estate or in
some way belong, in whole or in part, to the account holders.

After considerable thought and research, the Debtors have
concluded that the most appropriate way to proceed is for RCM to
commence an adversary proceeding, to be conducted on an expedited
basis, against one or more representatives of a defendant class
of all persons and entities who held accounts with RCM as of
October 17, 2005, and their successors-in-interest, seeking a
declaratory judgment on the Estate Property Issue and, while that
litigation is pending, to stay all other individual account
holder actions, which implicate the Estate Property Issue.

The Debtors are seeking the Court's authority to pursue
determination of the Estate Property Issue through the defendant
class action adversary proceeding procedure.  The Debtors also ask
the Honorable Robert D. Drain of the Southern District of New
York Bankruptcy Court to stay all pending and future individual
RCM account holder proceedings, which raise the Estate Property
Issue until the class action has been concluded.

                        *     *     *

According to Bloomberg News, Judge Drain agreed to stay until
December 8, 2005, the lawsuits filed by customers seeking to
recover $1,800,000,000 in their accounts.  Judge Drain is
expected to sign an order to that effect very soon.

At the Court's instruction, the Debtors prepared a proposed
order, which has been circulated to counsel for the Official
Committee of Unsecured Creditors, the Office of the United States
Trustee, and counsel to holders of accounts at Refco Capital
Markets, Ltd., that requested the opportunity to comment on the
form of proposed order.

The Debtors received a number of comments and revised the
proposed order to incorporate most, but not all, comments
received.

Among others, the Debtors' Proposed Order also provides that:

    1. The parties to the Rogers Adversary Proceeding may proceed
       with depositions of fact witnesses to be completed on or
       before December 8, 2005, unless the parties agree otherwise
       or the Court so orders.  The scheduling order entered in
       the Rogers Proceeding on October 28, 2005 is vacated.  The
       Court will conduct a status conference in the Rogers
       Proceeding at the December 8, 2005, omnibus hearing in the
       Debtors' cases.

    2. The Debtors will provide information in respect of accounts
       and assets at RCM:

       * On or before November 23, 2005, the Debtors will post on
         their Web site -- http://www.refcodocket.com/-- a
         listing of the aggregate market values of the assets held
         by or on behalf of RCM as of a specified date on or after
         October 17, 2005, in each of these categories, as well as
         the locations where, and the names under which, those
         assets are held:

            (i) equity securities;

           (ii) cash, including U.S. dollars and foreign
                currencies;

          (iii) U.S. government and agency bonds and obligations;

           (iv) non-U.S. government and agency bonds and
                obligations;

            (v) corporate bonds and obligations; and

           (vi) other financial assets, excluding inter-company
                obligations owed by RCM affiliates.

       * On or before December 5, 2005, the Debtors will post on
         the Web site:

            (i) a listing of the aggregate market values of the
                assets shown on RCM's books and records for all of
                its clients' accounts together, and not on an
                account-by-account basis, as of the Disclosure
                Date in each of the following categories:

                (a) equity securities;

                (b) cash, including U.S. dollars and foreign
                    currencies;

                (c) U.S. government and agency bonds and
                    obligations;

                (d) non-U.S. government and agency bonds and
                    obligations;

                (e) corporate bonds and obligations; and

                (f) other financial assets; and

           (ii) inter-company obligations between RCM and its
                affiliates as of September 30, 2005.

       * On or before December 5, 2005, the Debtors will send to
         each of RCM's clients, by first class mail to the address
         for that client shown on RCM's books and records, a
         statement of the assets shown on RCM's books and records
         for each client's account(s) as of the Disclosure Date:

            (i) number of shares of equity securities for each
                issuer thereof;

           (ii) amount of cash, including U.S. dollars and foreign
                currencies;

          (iii) face amount of U.S. government and agency bonds
                and obligations for each issuer thereof;

           (iv) face amount of non-U.S. government and agency
                bonds and obligations for each issuer thereof;

            (v) face amount of corporate bonds and obligations for
                each issuer thereof;

           (vi) quantity of each other asset shown for those
                account(s);

          (vii) for securities listed in the account which are
                publicly traded on any major exchange, the
                aggregate quantity of those securities held by
                RCM, and the aggregate quantity of those
                securities listed in the accounts of all RCM
                clients; and

         (viii) for all other securities listed in the account,
                the quantity of each specific security listed in
                the account expressed as a percentage of the
                quantity of that security listed in the accounts
                of all RCM clients.

       * On or before December 5, 2005, the Debtors will post on
         the Web site the standard forms of written agreements
         used by RCM in the ordinary course of its pre-petition
         business.

       * On or before December 5, 2005, the Debtors will file
         with the Court and serve on counsel for the Official
         Committee of Unsecured Creditors, counsel for each party
         to a Stayed Proceeding, and the Office of the United
         States Trustee a notice identifying one or more persons
         knowledgeable and available to provide deposition
         testimony concerning the processes used to produce the
         information, the accuracy of that information, the
         available records which document pre- and postpetition
         transactions and transfers involving RCM assets, RCM's
         prepetition ordinary course business practices with
         respect to RCM's handling of assets deposited or
         maintained by clients at RCM, RCM's disclosures to
         clients related to those practices, the standard forms of
         written agreements used by RCM in the ordinary course of
         its pre-petition business, and transfers of assets
         between RCM and its affiliates.

    3. The Court will hold a status conference in respect of the
       Procedures Motion at the December 8, 2005, omnibus hearing.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services  
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


REFCO INC: Creditors Committee Taps Houlihan as Investment Banker
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Refco Inc., and
its debtor-affiliates seeks the U.S. Bankruptcy Court for the
Southern District of New York's authority to retain Houlihan Lokey
Howard & Zukin Capital, Inc., as its investment banker, effective
as of October 28, 2005.

Houlihan Lokey is an investment banking and financial advisory
firm, with 10 offices worldwide and more than 500 professionals.
The firm's Financial Restructuring Group, which has more than 100
professionals, is one of the leading advisors and investment
bankers to debtors, bondholder groups, secured and unsecured
creditors, acquirers, and other parties-in-interest involved in
financially troubled companies both in and outside bankruptcy.

Specifically, Houlihan will:

    (1) assess the financial issues and options concerning:

           -- the proposed sale of assets of the Debtors and
              Refco and its non-debtor affiliates, either in
              whole or in part; and

           -- the Debtors' plan of reorganization or any other
              plan;

    (2) evaluate the assets and liabilities of the Refco
        Entities;

    (3) analyze the Refco Entities' trading book positions;

    (4) analyze and review the financial and operating
        statements of the Refco Entities;

    (5) evaluate all aspects of any debtor-in-possession
        financing, cash collateral usage and adequate protection
        therefore, and, as needed, assist the Committee in
        identifying potential alternative sources of liquidity;

    (6) provide specific valuation or other financial analyses
        as the Committee may require in connection with the
        Debtors' cases;

    (7) represent the Committee in negotiations with the Company
        and third parties, including pending sale efforts;

    (8) prepare, analyze and explain the Plan to various
        constituencies; and

    (9) provide testimony in court on the Committee's behalf, if
        necessary.

The Committee expects that it will seek to retain additional
accounting professionals.  Houlihan will undertake to coordinate
its services to the Committee with those of the Additional
Professionals to minimize any potential duplication in the
services provided and any potential burden on the Debtors and
their professionals.

Particularly, the Committee expects Houlihan and any Additional
Professionals to develop a protocol with respect to coordinating
and consolidating any and all information requests to the
Debtors.  Should that situation arise, Houlihan and the
Additional Professionals will share, if necessary, information
each receives from the Debtors.  Furthermore, Houlihan will
coordinate with the Additional Professionals telephone
conferences and meetings with the Debtors and their
professionals, so that, if the topic or information to be
discussed is also relevant to a matter within another's scope of
responsibility, that other firm will be informed, and the topics
can be discussed efficiently and without duplication.

Pursuant to an Engagement Letter with the Committee:

    (1) Houlihan will be paid $250,000 per month, for the first
        two months of the engagement and $150,000 per month for
        each subsequent month.  The first payment of $250,000 will
        be due immediately upon the Court's approval of Houlihan's
        retention.  Fifty percent of any Monthly Fees paid after
        the ninth Monthly Fee will be credited against the
        transaction fee in an aggregate amount not to exceed the
        transaction fee.  In the event that Houlihan receives in
        cash the Transaction Fee prior to the ninth month of its
        engagement, any Monthly Fee payable to Houlihan after the
        ninth month will be reduced from $150,000 to $75,000 until
        the aggregate amount of those credits equal the
        Transaction Fee.

    (2) Houlihan will be paid an additional one-time fee of
        $2,000,000, which will be payable in cash on the
        consummation of any Transaction, whether that
        consummation occurs during Houlihan's engagement or
        during the 12 months following the effective date of the
        termination of its engagement.

    (3) In the event that:

          (i) Houlihan continues to perform professional
              services in the Debtors' cases after six months
              from the engagement's effective date, and at each
              six-month interval thereafter that Houlihan
              continues to provide services; or

         (ii) Houlihan is asked to provide services beyond those
              called for in the Engagement Letter,

        Houlihan will be entitled to seek an additional or
        increased Transaction Fee.  The Committee and Houlihan
        will negotiate in good faith regarding the possible
        additional or increased Transaction Fee.

    (4) Houlihan and its affiliates will be indemnified and held
        harmless by the Debtors to the fullest extent lawful,
        from and against any and all losses and claims.  In
        addition, the Indemnified Parties will be reimbursed for
        any legal or other expenses reasonably incurred by them
        at the time those expenses are incurred.  However, there
        will be no liability to the Debtors under the indemnity
        and reimbursement agreement for any loss or claim that
        is finally judicially determined to have resulted
        primarily from the willful misconduct or self-dealing
        of any Indemnified Party.

Bradley C. Geer, a director at Houlihan, attests that the firm
does not hold or represent any interest adverse to the Debtors'
estates, and is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Houlihan has received no compensation from the Debtors or any
other party-in-interest in connection with the Debtors'
Chapter 11 cases.  Houlihan will apply to the Court for the
interim and final allowance of compensation and reimbursement of
expenses pursuant to Section 331 of the Bankruptcy Code.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services  
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


REFCO INC: Amends Motion to Use Cash Management System
------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 14, 2005, at least 72 parties-in-interest, mostly customers
and creditors, ask the U.S. Bankruptcy Court for the Southern
District of New York to deny Refco Inc., and its debtor-
affiliates' request to continue using their existing cash
management system.  

More recently, Leuthold Funds, Inc., Leuthold Industrial Metals
Fund, L.P., UBS AG, Refco Advantage Multi-Manager Fund Futures
Series I and Refco Winton Diversified Futures Fund have also
objected to the Debtors' motion to continue using their existing
cash management system

                Debtors' Supplemental Motion

J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, tells the Court that since the Debtors' filing
of their Cash Management Motion, AlixPartners LLC has conducted
extensive research into the Debtors' cash management system,
their available cash, their costs and expenses of operation, and
their need for and ability to provide cash for postpetition
administrative expenses.  AlixPartners completed its work on
November 13, 2005.

Based on AlixPartners' determinations, the Debtors have concluded
that they no longer need the extensive cash management authority
proposed in the Cash Management Motion.

Mr. Milmoe relates that before the filing of the chapter 11
cases, items like facilities rent, utilities and communications
appear to have been contracted at a variety of Debtor and non-
debtor entities and paid centrally through Debtor Refco Capital,
LLC, which acted as the central administrative and cash
management entity for all of the Refco companies.  Many of these
costs were "shared."  Thus, Refco Capital, LLC, received one bill
for certain goods and services, for which it paid.  Expenses that
Refco Capital, LLC, paid were then allocated and charged, through
intercompany charges, to other Refco entities.  For example, Mr.
Milmoe says, payroll historically was paid by Refco Capital LLC
with intercompany charges allocated to other entities for the
payroll costs of their employees.  A single rent bill would be
sent to and paid by Refco Capital LLC for the Debtor's
headquarters at 200 Liberty Street in New York.  Most active
legal entities benefited from this rent payment, as they had
personnel in the headquarters building.  As a result, allocations
were made and charged to the other legal entities benefiting from
the payment.

But there are some exceptions, Mr. Milmoe says.  For example,
Refco, LLC's broker commissions and order execution and exchange
fees were paid directly by Refco, LLC.  Medical insurance was
paid by Refco, LLC, which charged other legal entities on a
monthly basis.  A few Refco, LLC, satellite offices in California
and Memphis have had their own checking accounts for small office
expenditures.

While ideally each legal entity would receive and pay its own
bills, Mr. Milmoe says, this is not realistic right now for two
reasons:

    1. Bills from vendors are not "split" by the vendors among the
       entities receiving the services.

    2. The Debtors are not operationally set up for separate
       payments. They still have common payroll processing and a
       limited number of disbursement accounts.

"It would be difficult, costly, distracting, and delaying to move
toward a cash management system where each separate entity had to
establish its own separate cash management system and set of
disbursement accounts.  Furthermore, administrative claims such
as payroll and related expenses could go unpaid for several weeks
while such alternative systems were established," Mr. Milmoe
says.

Therefore, the Debtors propose to continue to use the same
accounts and disbursement mechanics after the filing of their
Chapter 11 cases, for both debtor and non-debtor entities, with
the modifications that are required to preserve all substantive
rights of each of the separate Refco entities.  To clarify, the
Debtors do not propose that all funds in all Refco affiliates'
accounts be swept on a regular basis to the cash concentration
accounts at Refco Capital, LLC.  Mr. Milmoe explains that the
Debtors seek authority only to permit funds to be transferred to
those accounts to support specific disbursements.

Mr. Milmoe emphasizes that the Debtors do not intend to use Refco
Capital LLC or any of the other debtors to fund losing
operations.  "It is the goal to work with the current system and
improve on it to ensure that appropriate items are paid with cash
from appropriate entities (i.e. if Refco Capital LLC makes a
payment on behalf of another entity, the payment is pre-funded to
Refco Capital, LLC by that other entity)."

At present, Mr. Milmoe notes, there are only two Refco Debtor
entities and five Refco non-debtor domestic entities that have
operations:

      Debtors:
      --------
      * Refco Capital Markets, Ltd.
      * Refco F/X Associates, LLC

      Non-debtors:
      ------------
      * Refco LLC
      * Refco Securities, Ltd.
      * Refco Trading Services, LLC
      * Refco Alternative Investments
      * Refco Commodity Management, Inc.

The other Debtor entities are either dormant or holding companies
with no operations of their own.

According to Mr. Milmoe, the two Debtor entities have adequate
cash to fund their currently limited operations.  The non-debtor
entities are not the subject of the Cash Management Motion, and
the Motion no longer seeks authority to advance any funds to them
without further Court order, on motion after appropriate notice
to parties-in-interest.

Refco Capital, LLC, will continue to issue the payroll checks,
but under the proposed cash management procedure, each of the
seven entities will pre-fund its share of payroll expenses to
Refco Capital, LLC.

The Debtors anticipate allocating other operating expenses based
either on direct usage or on relationship to number of employees
in legal entity related to the bill.  The Debtors do not intend
that their allocation of expenses in making disbursements would
be final and binding on all creditors.  Rather, the Debtors will
keep records of disbursements, so that parties-in-interest, at an
appropriate time during the chapter 11 cases, may examine whether
the allocations were appropriate.  The Court would resolve any
disputes on this issue.  But to maintain operations and to make
an effort to preserve creditors' rights during the chapter 11
case, the Debtors, through AlixPartners, will make an initial
allocation of expenses.  Professional fees will not be allocated
among the various Debtors except as authorized by the Court under
an order approving those professionals' fees.

                    Debtors' Limited Request

Mr. Milmoe relates that disbursements will continue to be made
from the concentration accounts held by Refco Capital, LLC.
However, the disbursements would be pre-funded, based on the
initial expense allocations that the Debtors perform.  Refco
Capital, LLC, would make disbursements allocated to a particular
entity, whether debtor or non-debtor, under a Paying Agent
Agreement, which provides that Refco Capital, LLC, makes the
disbursements as agent for the entity to whom the expenses are
allocated.  To carry out the agency relationship, the other
entity is required to provide good funds to Refco Capital, LLC,
to back the payments.  This requirement is designed to protect
Refco Capital, LLC, from extending credit to the other Refco
entities.  The Paying Agent Agreement will be modified, however,
so that it would operate only on a "pay as you go" system.

A full-text copy of the revised Paying Agent Agreement is
available for free at:

    http://bankrupt.com/misc/refco_revisedpayingagentpact.pdf

Funds would not be advanced by Refco Capital, LLC, without prior
Court approval, on motion after notice to parties-in-interest,
and any pre-funding amounts advanced to Refco Capital, LLC, under
the Paying Agent Agreement would not become property of the Refco
Capital, LLC's estate or subject to any lien in favor of the
Prepetition Secured Lenders.

The Debtors believe that law and practice under Chapter 11 fully
support this system.  "Relying on Refco Capital, LLC, to make
disbursements is entirely within the ordinary course of the
Debtors' businesses, because all of the debtor entities operated
that way consistently before the commencement of these cases, and
are therefore authorized to do so under section 363(c) of the
Bankruptcy Code.  The Paying Agent Agreement only clarifies and
strengthens the relationship that has previously existed," Mr.
Milmoe says.

Mr. Milmoe notes that there is an additional protection for cash
held at Refco Capital Markets, Ltd., a Bermuda limited liability
company and the largest unregulated Debtor affiliate.  "As the
Court is aware, a Provisional Liquidator has been appointed in a
Bermuda insolvency proceeding, whose role is to supervise the
activities of RCM.  In addition, RCM's Board of Directors is no
longer controlled by the former Refco executives who were accused
of criminal activities and are now on leave from the company.  So
there is a significant added element of independence in
protecting the assets of RCM."

The Debtors assert that the proposed cash management system is
appropriate and should be approved.

                  Debtors' Reply to Objections

The Debtors believe that the limitations proposed address many of
the objections to the Cash Management Motion.  Based on the
objections received, the Debtors find it important to describe
what the Cash Management Motion is not.

Mr. Milmoe clarifies that the Cash Management Motion does not
propose to affect any substantive rights.  The Debtors do not
believe that the approval of the Motion, the granting of the
Order, or the operation of the proposed cash management system
will in fact affect any rights, because cash will be spent only
for allowable administrative expenses in their Chapter 11 cases,
and only by the entities by whom the expenses are incurred.
Therefore, Mr. Milmoe says, approval of the Cash Management
Motion will not validate any prepetition or postpetition
transfers under the cash management system and will be without
prejudice to any challenge to any transaction.  To the extent the
Cash Management Motion sought that relief, it is withdrawn as
unnecessary to the operation of the cash management system, Mr.
Milmoe says.

In addition, Mr. Milmoe continues, approval of the Motion will
not result in any authorization to use any property of the estate
outside the ordinary course of business without compliance with
Section 363(b) and compliance with the provisions of the
Bankruptcy Code and Court orders.  "Nor does the Cash Management
Motion seek approval of any budgets or particular payments.  It
is only to set up the system, as in numerous other chapter 11
cases."

The Cash Management Motion is not intended to affect or supersede
any prior Court order in the Debtors' cases, except to the extent
that the Cash Management Order expressly so provides, Mr. Milmoe
says.  The Cash Management Motion does not seek to grant the
Prepetition Secured Lenders a lien on cash paid through Refco
Capital, LLC, by any other entity, for adequate protection, nor
does it seek to remove any lien on any cash that the Lenders may
have, whether under the Interim Adequate Protection Orders or
otherwise.  It does not affect any stipulations, agreements, or
orders relating to the handling of assets at Refco Capital
Markets, Ltd., the unregulated Bermuda entity that has been the
subject of consent orders with the Official Committee of
Unsecured Creditors.  Those Orders and the protections they
provide to certain parties-in-interest will remain in full force
and effect.

According to Mr. Milmoe, the Cash Management Motion does not seek
to affect the Debtors' obligations under the Interim Cash
Management Order.  Thus, the Debtors will continue to abide by
all of the terms of the Interim Cash Management Order, including
the requirements that the Debtors provide a list of all bank
accounts to the United States Trustee and that all cash or
cash equivalents be held in proper accounts or under proper
investment guidelines as required by Section 345 within 120 days
after the date of the filing of the petitions in these cases,
that is, by February 14, 2006.  In the meantime, the Debtors have
no intention of making any new investments in any Debtor or non-
debtor affiliate of Refco.

Mr. Milmoe tells the Court that the only purpose of the delay in
the imposition of the requirements of Section 345 is to permit
the Debtors to identify all bank accounts, to determine whether
the banks at which they are held, many of which are foreign, meet
the requirements of Section 345 and, if not, to move cash to
accounts or investments that do meet the requirements.
Ironically, Mr. Milmoe notes that the objectors' position, with
respect to the Cash Management Motion and in separately filed
adversary proceedings, is that the Debtors should not move cash,
yet should comply with Section 345.  "At the appropriate time,
the Debtors will seek the appropriate orders, on notice, to
resolve these conflicting demands."

Moreover, Mr. Milmoe says, the Cash Management Motion does not
seek to affect any setoff rights that the Debtors or the non-
debtor direct or indirect subsidiaries of Refco may have among
themselves as of the Petition Date.  Principally, the Cash
Management Motion sought to preserve any setoff rights.  Although
the Cash Management Motion sought to authorize setoff of
intercompany petition-date accounts, the Debtors no longer seek
that relief.

The Cash Management Motion, Mr. Milmoe adds, does not seek to
authorize the prepetition practice of Refco Capital, LLC, acting
as a lender to customers of the registered futures commission
merchant Refco, LLC.  That practice stopped on or about the
Petition Date.  Moreover, upon the consummation of the sale of
Refco, LLC, Refco Capital, LLC, will no longer be in an affiliate
relationship to Refco, LLC, or its customers, thus obviating any
need to continue that practice.

Mr. Milmoe notes that several objections express concern that the
Motion seeks an order that would permit RCM or other Refco
affiliates to use cash that they allege is owned by the objector
or in which they allege that the Debtors do not have an equitable
or beneficial interest.  "Without even reaching the issue of
whether any securities or other non-cash property of RCM is
property of the estate, is generally customer property, or is
property of specific customers, the Debtors do not agree with the
objections' position that any cash belongs to any particular
objector.  Except to the extent that certain cash is segregated
into specific accounts identified to a particular customer, cash
is not otherwise identifiable and therefore cannot be identified
to any particular customer."

If the objectors are right, then there can be no use of any cash
at all out of the largest debtor -- RCM -- until all customers'
rights are determined, whether as part of the proceeding on the
Cash Management Motion, in one or more of the adversary
proceedings, or otherwise, Mr. Milmoe says.  "Such a result would
paralyze [the Debtors'] chapter 11 cases, particularly the case
of RCM, which is where most activity outside of the proposed sale
of Refco, LLC has occurred to date.  If it is the objectors' plan
to starve RCM to prevent it from contesting their position on
customer property, [the] Court should not permit it.  If it is
not, then [the] Court should authorize the use of any cash that
is not specifically identified to a particular customer by a
specific identification of the customer on the RCM bank or other
deposit account."

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services  
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


REFCO INC: Wants to Pay Insurance Premiums on Existing Policies
---------------------------------------------------------------          
In connection with the operation of their businesses, Refco Inc.,
and its debtor-affiliates maintain various general liability and
property insurance policies, which provide them with insurance
coverage for claims relating to:

    -- commercial general liability,
    -- excess liability,
    -- commercial umbrella liability,
    -- special risks,
    -- automobile liability,
    -- aviation liability,
    -- commercial crime,
    -- property, and
    -- terrorism.

The Debtors are required to pay premiums under the Policies based
on a rate established and billed by each insurance provider.  The
premiums for the Policies are typically paid yearly in advance
and the vast majority of the Debtors' premiums have been paid for
all prepetition coverage periods.

Before the Petition Date, however, the Debtors did not pay the
Premiums associated with certain of the Policies, Sally McDonald
Henry, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New
York, tells the U.S. Bankruptcy Court for the Southern District of
New York.  The Debtors believe that, because the insurance
coverage afforded by those Policies primarily encompasses
postpetition periods, that portion of the payments constitute
administrative claims that may be paid in the ordinary course of
the Debtors' business.  Certain portions of those premiums,
though, may be considered prepetition claims for which Court
authority is required to pay.

The Debtors estimate that the amount of Premiums attributable to
the Debtors' prepetition coverage is less than $16,000.

Ms. Henry asserts that it is essential to the continued operation
of the Debtors' businesses and the Debtors' efforts to reorganize
that the Policies be maintained on an ongoing and uninterrupted
basis.  If the Policies are allowed to lapse, the Debtors could
be exposed to liability for damages resulting to persons and
property of the Debtors and others, which exposure could have an
extremely negative impact on the Debtors' ability to successfully
reorganize.  That result, Ms. Henry says, would also place at
risk the estates' assets necessary to satisfy the secured and
unsecured claims of creditors.

Ms. Henry notes that if insurance is cancelled, the Debtors may
violate certain guidelines established by the United States
Trustee.

Accordingly, the Debtors seek the Court's authority to pay the
Premiums associated with their existing Policies pursuant to
Sections 105(a) and 363(b) of the Bankruptcy Code.

Ms. Henry contends that the continued payment of the Premiums is
necessary to avoid triggering defaults or other provisions that
will require the Debtors to commit time and energy during the
pendency of their cases better devoted elsewhere.

Ms. Henry ascertains that the amounts the Debtors propose to pay
in respect of the Policies are relatively modest in light of the
size of the Debtors' estates and the Debtors' potential exposure
absent insurance coverage.  Therefore, Ms. Henry maintains, it is
critical that the Debtors continue to maintain the Policies on an
uninterrupted basis.

The Debtors also want that all applicable banks and other
financial institutions be authorized when requested by them and
in their sole discretion, without any duty of inquiry or
liability to any party for the Debtors' instructions, to receive,
process, honor, and pay any and all checks drawn on the Debtors'
accounts to pay the Premiums and make other transfers, provided
that sufficient funds are available in the applicable accounts to
make the payments.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services  
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


RHODES INC: Heilig-Meyers Balks at Disclosure Statement & Plan
--------------------------------------------------------------
Heilig-Meyers Company tells the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, that it doesn't
like Rhodes, Inc., and its debtor-affiliates' Disclosure Statement
and First Amended and Restated Joint Plan of Liquidation.

According to the terms of the Plan, Heilig-Meyers won't receive
anything on account of its $68,119,947 unsecured claim against
Rhodes Holdings II.

Heilig-Meyers' claim arose from charges of breach of fiduciary
duty by Rhodes Holdings' directors and officers.  Heilig-Meyers
also believes that it has related claims against Citicorp Venture
Capital for conspiracy under common law and applicable state
statutes.

The Plan and Disclosure Statement contains releases against non-
debtor parties, including directors, officers and third parties.  
Heilig-Meyers objects to the release clause because it prohibits
its ability to pursue causes of action against directors, officers
and third parties.

Heilig-Meyers asserts that the cases, being in liquidation, lacks
any unusual circumstances that would warrant approval of the third
party release.  

Heilig-Meyers is represented by:

         John W. Mills, Esq.
         Kilpatrick Stockton LLP
         1100 Peachtree Stree, Suite 2800
         Atlanta, Georgia 30309
         Tel: 404-815-6500
         Fax: 404-815-6555

A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=051024224835  

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and midwestern states (after disposing of the locations listed
above).  The Company and two of its debtor-affiliates filed for
chapter 11 protection on Nov. 4, 2004 (Bankr. N.D. Ga. Case No.
04-78434).  Paul K. Ferdinands, Esq., and Sarah Robinson Borders,
Esq., at King & Spalding represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated less than $50,000 in assets and
more than $50 million in total debts.

Heilig-Meyers Company filed for chapter 11 protection on Aug. 16,
2000 (Bankr. E.D. Va. Case No. 00-34533), reporting $1.3 billion
in assets and $839 million in liabilities.  When the Company filed
for bankruptcy protection it operated hundreds of retail stores in
more than half of the 50 states.  In April 2001, the company shut
down its Heilig-Meyers business format.  In June 2001, the Debtors
sold its Homemakers chain to Rhodes, Inc.  GOB sales have been
concluded and the Debtors are liquidating their remaining Heilig-
Meyers assets.  Bruce H. Matson, Esq., Vernon E. Inge, Jr., Esq.,
Katherine Macaulay Mueller, Esq., at LeClair Ryan, represent the
Debtors.


S3 INVESTMENT: Equity Deficit Widens to $787,905 at Sept. 30
------------------------------------------------------------
S3 Investment Co., Inc., delivered its quarterly report on Form
10-Q for the quarter ending September 30, 2005, to the Securities
and Exchange Commission on November 14, 2005.

The company reported a $66,995 net loss during the three months
ended Sept. 30, 2005, compared to a net loss of $98,071 for the
same period last year a decrease in general and administrative
expenses.  The change in general and administrative expenses
primarily resulted from decreased overhead.  S3 Investment
generated $15,922 of revenues in the three-month period ended
September 30, 2005, compared to no revenue for the same periods
ended September 30, 2004.

As of September 30, 2005 the Company had a $327,426 working
deficit.  The Company has accumulated $2,956,759 of net operating
losses through September 30, 2005, which may be used to reduce
taxes in future years through 2025.  The use of these losses to
reduce future income taxes will depend on the generation of
sufficient taxable income prior to the expiration of the net
operating loss carry-forwards.

At September 30, 2005, the company's equity deficit increased to
$787,905 from a $435,501 deficit at June 30, 2005.

                     Going Concern Doubt

Chisholm, Bierwolf & Nilson expressed substantial doubt about S3  
Investment's ability to continue as a going concern after it
audited the Company's financial statements for the year ended  
June 30, 2005.  The auditing firm pointed to the Company's working
capital deficit and recurring losses.

S3 Investment Co. Inc. -- http://www.s3investments.com/-- is a    
Business Development Company regulated by the Investment Company  
Act of 1940.  Its first operating subsidiary, Securesoft Systems  
Inc. -- http://www.securesoftsystems.com/-- was acquired in April    
2003. S3 Investments has subsequently acquired 100 percent of  
Redwood Capital to participate in the fast-growing investment  
banking market in China and 51 percent of SINO UJE, a non-stocking  
distributor of medical and industrial high-tech products to  
markets throughout China.  S3 is currently seeking to acquire  
additional synergistic companies and is focused on assembling a  
portfolio of investments that will provide value to its  
shareholders.


SAINT VINCENTS: Weil Gotshal Approved as Chapter 11 Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved, on a final basis, Saint Vincent Catholic Medical Centers
of New York and its debtor-affiliates' request to employ engage
Weil, Gotshal & Manges LLP as their principal Chapter 11 counsel,
nunc pro tunc to Sept. 12, 2005.

Weil Gotshal will:

   (1) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of
       objections to claims filed against them;

   (2) prepare, on the Debtors' behalf, all necessary motions,
       applications, answers, orders, reports, and other papers
       in connection with the administration of the Debtors'
       estates;

   (3) negotiate and prepare the Debtors' plan of reorganization
       and its related documents and assist in obtaining
       acceptances and confirmation of the plan;

   (4) perform all other necessary legal services in connection
       with the prosecution of the Debtors' Chapter 11 cases;

   (5) advise the Debtors' board of directors with respect to
       fiduciary duties and the Debtors' mission; and

   (6) assist the Debtors in continuing their mission.

The Debtors will pay Weil Gotshal in accordance with its
customary hourly rates:

         Professional                        Rate
         ------------                        ----
         members and counsel             $500 to $810
         associates                      $310 to $560
         paraprofessional and staff       $95 to $235

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: United Healthcare Workers Oppose A&M Retention
--------------------------------------------------------------
1199SEIU United Healthcare Workers East objects to the proposed
terms of compensation provided in the Debtors' employment of
Alvarez and Marsal, LLC.  The Debtors hired Alvarez & Marsal as
their crisis managers.

As reported in the Troubled Company Reporter on Nov. 16, 2005, the
retention agreement provides for, among other things, the
appointment of Guy Sansone as the Debtors' interim chief executive
officer and chief restructuring officer and Martin McGahan as the
Debtors' interim chief financial officer.

In addition to Mr. Sansone's and Mr. McGahan's services, and
pursuant to an agreement with SVCMC, Alvarez & Marsal will also
provide temporary staff, as required.  The Temporary Staff will
supplement where gaps exist in the Debtors' current staffing, not
to replace existing professionals or duplicate the work performed.

Mr. Sansone and Mr. McGahan will charge $125,000 and $95,000 per
month.  The rates of other professionals are:

       Title              A&M Professional       Hourly Rate
       -----              ----------------       -----------
       Senior Advisor        Joe Bondi              $675
       Senior Directors       Various               $475
       Directors              Various               $400
       Senior Associates      Various               $350
       Associates             Various               $300

The fees of the other Alvarez & Marsal Professionals will be
subject to caps for the first 90 days of the A&M Agreement:

     * Alvarez & Marsal will not charge SVCMC more than
       $400,000 in any month for services attributable to Mr.
       Sansone, Mr. McGahan, and any other "Incremental A&M
       Professional;"

     * Alvarez & Marsal will not charge SVCMC more than
       $200,000 in any month for services attributable to any
       "Non-Incremental A&M Professional."

            United Healthcare Workers Objections

Patrick Collins, Esq., at Farrell Fritz, P.C., in Uniondale, New
York, contends that the proposed compensation levels are patently
excessive and should not be approved for these reasons:

   (1) The Debtors have, in the short time since the 2000 merger
       that created the SVCMC network, allowed one set of senior
       management after another to create and perpetuate massive
       financial losses;

   (2) The Debtors' losses have continued unabated since the
       Petition Date;

   (3) The Debtors still have no plan to save the networks
       hospitals and nursing homes;

   (4) The Debtors have failed to work with their employees
       and communities served, to stave off further disastrous
       hospital and nursing home closures; and

   (5) It is simply unconscionable for a not-for-profit
       healthcare institution with a mission and societal
       responsibility to serve the poor -- to divert a large
       proportion of its remaining assets to salaries and bonuses
       for senior management.

Mr. Collins asserts that Alvarez & Marsal should only be
compensated for its services at rates that are "reasonable" as
determined pursuant to Section 328(a) of the Bankruptcy Code.

The fees of all other professionals employed by the Debtors'
estates in their Chapter 11 cases are subject to review and
approval under Sections 328, 330 and 331 and there is no
justification for Alvarez & Marsal to be immune from these
procedures and requirements, Mr. Collins points out.

Thus, the United Healthcare Workers East asks the Court deny the
Debtors' request.

                      DOH's Objection

Neil Benjamin, assistant director, Division of Health Facility
Planning of the Office of Health Systems Management, of the New
York State Department of Health, informs the Court that the DOH
objects to the approval of the Alvarez & Marsal Agreement.

Mr. Benjamin contends that the proposed agreement violates
provisions of New York law, which requires that the established
governing authority of a hospital retain ultimate control and
responsibility for the hospital.

The Public Health Council acts on establishment applications with
the advice of the State Hospital Review and Planning Council.  
Mr. Benjamin explains that regulations governing the
establishment process are promulgated by the Public Health
Council and codified at 10 NYCRR Part 600, which applies to the
employment request.

Mr. Benjamin points out that 10 NYCRR clarifies that the
governing authority or operator is the party responsible for the
operation of a medical facility.  It provides that an entity
"which has not received establishment approval may not
participate in the total gross income or net revenue of a medical
facility."

Mr. Benjamin asserts that the ability to share in gross income or
net revenue is a characteristic of overall control for the
operation of a hospital and can influence decision-making in a
way that is inappropriate for a non-established entity.

Pursuant to 10 NYCRR, the governing authority or operator is
prohibited from contracting for management services, except for a
management services agreement approved by the DOH.

The DOH asserts that the Alvarez & Marsal Agreement should be
denied unless it is revised to make clear that the Debtors retain
the powers stated in 10 NYCRR and that there will be no
participation by Alvarez & Marsal in the gross receipts or net
income of the Debtors.

Mr. Benjamin insists that language must be added to clarify that
reimbursement of incurred expenses is subject to review and
approval by the governing authority and will include a cap on the
amount or expenses to be incurred.

To the extent that providing incentives to Alvarez & Marsal are
necessary or desirable, they should be dependent on the facility
maintaining substantial compliance with all federal and state
laws, particularly those setting minimum standards for patient
care, and should be based on non-financial criteria.

In addition, to conform to requirements for management
agreements, the Agreement must be limited to a three-year term
and should include a provision that clearly recognizes that the
responsibilities of the governing authority are in no way
obviated "by the agreement" and that powers not delegated to
Alvarez & Marsal remain with SVCMC.

                     DASNY Comments

Prior to October 28, 2005, the Dormitory Authority of the State
of New York informed the Debtors of certain limited concerns
regarding the structure of the Alvarez & Marsal employment
request.  The parties did not resolve the concerns prior to the
interim hearing.  Therefore, DASNY reserved its rights, and the
Debtors announced on the record that DASNY had raised concerns
that warranted further discussion.

Geoffrey T. Raicht, Esq., at Sidley Austin Brown & Wood LLP, in
New York, relates that subsequent to the Interim Hearing, DASNY
and the Debtors have engaged in several discussions regarding
DASNY's concerns.  Moreover, DASNY, the Debtors, and the Official
Committee of Unsecured Creditors had a conference call to discuss
the matter.

Mr. Raicht tells the Court that the parties' discussions have
resulted in an agreement in principle that resolves each of
DASNY's concerns.  However, due to the compressed timeframe
between reaching a resolution and the Final Hearing, DASNY has
not yet received the final form of final order approving the
Debtors' request and related supporting documentation.

While DASNY anticipates that it will have sufficient opportunity
to review the documentation and discuss any further concerns with
the Debtors and the Creditors Committee prior to the Final
Hearing, out of an abundance of caution, DASNY preserves its
rights should a resolution of the concerns discussed with the
Debtors and Creditors Committee not be reached or if it does not
receive the documentation with sufficient time for review prior
to the Final Hearing.

         Creditors Committee Says A&M Fee Terms Are Fair

The Official Committee of Unsecured Creditors states that the
Debtors' request is the result of an extensive interview process
conducted by the Debtors and the Committee.

In response to the United Healthcare Workers East' objection,
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, in New York,
says the change in the Debtors' management was prompted by
concerns expressed by the United States Trustee and the Creditors
Committee's dissatisfaction with the prepetition and postpetition
management of the Debtors by the Debtors' management and
restructuring consultants, Speltz & Weiss LLC, and the huge
amount of fees paid prepetition to Speltz.

Mr. Bunin asserts that the terms in the Alvarez & Marsal
Agreement are consistent with, if not more favorable than the
terms of similar engagements.  Nevertheless, Alvarez & Marsal's
compensation will be subject to review by parties-in-interest.

Mr. Bunin notes that due to certain issues recently raised, the
structure of the Incentive Fee is currently under discussion and
may be revised.

Accordingly, parties-in-interest, including the Creditors
Committee, will have the opportunity to review Alvarez & Marsal's
paid compensation for, among other things, reasonableness, and
will be given an opportunity to object on the basis that the paid
compensation was not reasonable of for any other reason.

Therefore, the Creditors Committee asks the Court to overrule the
United Healthcare Workers East' objection.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the      
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Submits Report on Donor-Restricted Funds
--------------------------------------------------------
Throughout its history, Saint Vincent Catholic Medical Center has
accepted charitable contributions from individuals, foundations,
corporations, churches, civic organizations and other groups.  
Many of these Contributions were made in the form of cash or cash
equivalents.  Also, a substantial number of these donations were
received from donors who expressed their intent to have the
donations expended for particular purposes.

To better understand the extent of the restrictions placed on
certain donations currently held or maintained by SVCMC or its
fundraising arm, Saint Vincents Catholic Medical Centers
Foundation, Inc., at the Court's directive, SVCMC submitted a
report describing the donor-restricted charitable donations held
by SVCMC or the Foundation.

The Report is intended to describe not only the donations and the
restrictions placed on them, but also the administrative and
accounting procedures employed by SVCMC and the Foundation to
ensure that donations subject to donor-imposed restrictions are
used in a manner consistent with those restrictions.

                Overview of Restricted Funds

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that in 2002, SVCMC decided to centralize its
fundraising activities by establishing the Foundation as its
fundraising arm.  The Foundation's principal purpose is to
solicit, accept, and distribute Contributions for the SVCMC
system of health care facilities.

The Contributions received by SVCMC and the Foundation may be
classified into three categories based on the restrictions
imposed on their use:

   (i) Contributions that may be put to any use consistent with
       SVCMC's mission as stated in its charter;

  (ii) Contributions subject to a donor-imposed restriction that
       permits SVCMC to expend the Contribution only as specified
       until the restriction is satisfied by either passage of
       time or by SVCMC's actions; and

(iii) Contributions subject to a donor-imposed restriction that
       stipulates that the Contribution be maintained permanently
       but permits SVCMC to expend the income derived from the
       Contribution.

          Accounting Treatment and Actual Disposition

According to Mr. Troop, it is common practice among charitable
corporations to allow restricted contributions that could be
segregated from one another to be placed or held in a common bank
or investment account.  The identity of and restrictions on each
of these contributions is maintained by accounting for each fund
separately within the corporation's financial records, that is,
in "accounts" that only exist within the accounting records of
the corporation.

                   Contributions Held by SVCMC

SVCMC physically holds Contributions in two accounts:

   (1) an operating account that supplies the cash required for
       the day-to-day operation of SVCMC's business operations;
       and

   (2) an investment account in which SVCMC pools and invests
       Temporarily Restricted Contributions and Permanently
       Restricted Contributions.

The Investment Account is managed by SVCMC through the investment
subcommittee of its board of directors.

SVCMC maintains within its financial records a ledger account
recording the value of each Permanently Restricted Contribution
received by either SVCMC or the Foundation.  SVCMC also maintains
a ledger account within its financial records for each purpose to
which Temporarily Restricted Contributions have been dedicated.

As of August 31, 2005, the SVCMC Investment Account contained:

   * 47 different Permanently Restricted Ledger Accounts,
     totaling $24,430,675;

   * 556 Special Purpose Ledger Accounts, totaling $31,684,984.

SVCMC permanently maintains assets in the SVCMC Investment
Account with aggregate value equal to the aggregate amount
contained in all Permanently Restricted Ledger Accounts and all
Special Purpose Ledger Accounts.

Unrestricted Contributions are placed directly into the SVCMC
Operating Account.

              Contributions Held by the Foundation

SVCMC employees involved with fundraising populated the
Foundation's staff.  SVCMC did not transfer any assets to the
Foundation for two reasons:

   (1) It was unclear that transferring Permanently Restricted
       Contributions made from SVCMC to the Foundation was
       consistent with its donors' intent, despite the fact
       that the Foundation was to manage its holdings exclusively
       for the benefit of SVCMC; and

   (2) Many of the funds intended to be transferred to the
       Foundation were clearly restricted to be used for the
       benefit of various SVCMC facilities.

The Foundation is a discrete legal entity from SVCMC.  It
maintains its own financial records and with the exception of one
director, is directed by a governing board whose membership does
not overlap with the governing board of SVCMC.

The two entities do, however, share a cash management system, and
as a result, SVCMC pays the salaries of the Foundation's staff.
This payroll expense is allocated to the Foundation by SVCMC.

Within the SVCMC system, the Foundation is funded by the
Unrestricted Contributions it collects.  The Foundation's
expenses, however, exceed the amount of Unrestricted
Contributions donated to it each year, because so much of what it
collects from its fund raising efforts is restricted to use for
SVCMC's benefit.

Accordingly, SVCMC funds any shortfall in the Foundation's
expenses.  According to Mr. Troop, this expense is wholly
justified.  He explains that without the Foundation, SVCMC would
still have been required to incur these expenses, as fund raising
is an integral and critically important part of SVCMC's available
revenue.

As a separate entity, the Foundation maintains a bank account and
an investment account separate from those maintained by SVCMC.  
If the Foundation ever received Contributions restricted in use
for its benefit, it would treat those Contributions in the same
manner as SVCMC treats Contributions restricted in use for
SVCMC's benefit.

However, as of October 27, 2005, the Foundation has never
received Contribution restricted in use for its benefit.  Rather,
the Foundation receives Contributions restricted in use for the
benefit of SVCMC, or to a much lesser extent, Unrestricted
Contributions.  Hence, the Foundation acts as a conduit for these
Contributions, and as an integral part of the cash transfer
system utilized by SVCMC to reconcile the SVCMC Investment
Account and SVCMC Operating Account.

           Safeguards on the Use of Restricted Funds

Both SVCMC and the Foundation have instituted a number of
structural procedures to help insure that the intent of donors is
respected when they make a restricted gift to or for the benefit
of SVCMC:

   (1) Restricted funds are invested through separate investment
       accounts specifically constituted to hold restricted
       contributions;

   (2) SVCMC maintains the Special Purpose Ledger Accounts to
       insure that the use of Temporarily Restricted
       Contributions reflects the intent of the donors;

   (3) Many Special Purpose Ledger Accounts are overseen by
       specifically appointed fiduciaries whose responsibilities
       include making sure that funds ultimately deposited into
       the SVCMC Operating Account are used in accordance with a
       donor's wishes; and

   (4) Restricted accounts are subjected to annual audit to
       obtain third-party validation that the systems implemented
       by SVCMC and the Foundation are utilizing restricted funds
       consistent with the restrictions placed on those funds.

Mr. Troop reports that donations to SVCMC have decreased since
the Petition Date.  He explains that uncertainty over whether
donations will be used to benefit the hospitals' current
provision of healthcare consistent with donor intent, negatively
impacts the willingness of donors to give to SVCMC.

As a general proposition, the law of the various states is not
uniform when it comes to guidance on whether and to what extent
contributions to a hospital are subject to the claims of
creditors.  In New York, however, the law is clear that where a
donor intent is known or knowable and the recipient of the
donation can identify the funds subject to restriction through
the maintenance of accurate and separate book accounts, those
funds, those Contributions, are not generally available to
creditors.

Mr. Troop contends that based on New York law, the Permanently
Restricted Contributions and Temporarily Restricted Contributions
held either by SVCMC or the Foundation are excluded from the
Debtors' estate under Section 541 of the Bankruptcy Code.

The Debtors also believe that there is a credible argument that
Unrestricted Contributions are also excluded from their estates,
although they intend to study this issue further and are not
taking a definitive position with respect to Unrestricted
Contributions.

The Debtors reserve the right to modify their Report and any of
its conclusions in the future.  They also intend to review the
conclusions with the Official Committee of Unsecured Creditors to
determine whether, or to what extent, it concurs with them, Mr.
Troop assures the Court.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the      
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SENSE HOLDINGS: Incurs $574,412 Net Loss in Third Quarter
---------------------------------------------------------
Sense Holdings, Inc., incurred a $574,412 net loss for the quarter
ended Sept. 30, 2005, as compared to a $297,995 net loss for the
same period in 2004.  In the first nine months of 2005, the
Company reported a $1,312,986 net loss, compared to a $1,001,749
net loss for the same period in 2004.

For the nine months ended Sept. 30, 2005, Sense Holdings generated
$93,042 of revenues, compared with revenues of $112,766 for the
nine months ended Sept. 30, 2005.  Management attributes the
decrease in revenues for the current period to a decrease in
marketing efforts due to cost-cutting measures.  The Company lacks
working capital funds to spend on marketing and advertising
programs.

The Company's balance sheet showed $1,154,659 in total assets at
Sept. 30, 2005, and liabilities of $812,216.

                     Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Sense
Holdings' ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2004, and 2003.  The auditing firm pointed to the Company's
recurring losses and accumulated deficit at Dec. 31, 2004.

The Company has incurred net losses since inception of $10,540,041
and has cash used in operations of $771,296 for the nine months
ended Sept. 30, 2005.  Management says its efforts to increase
sales have not resulted in enough improvements to support the
Company's daily operations.

                  UT-Battelle CRADA Agreement

On Nov. 7, 2005, Sense Holdings entered into a Cooperative
Research and Development Agreement with UT-Battelle, LLC.  UT-
Battelle, LLC manages the Oak Ridge National Laboratory, a multi-
program science and technology laboratory, for the United States
Department of Energy.

Under the CRADA, the parties will seek to develop a hand-held
sensor with high sensitivity and selectivity for the detection of
explosives, initially, and then to expand the capabilities of the
hand-held sensor to include chemical and biological warfare agents
and narcotics.

As consideration for the services to be provided UT-Battelle, LLC,
under the CRADA, the Company agreed to:

     -- pay UT-Battelle $150,000 at the time of signing the CRADA;

     -- pay UT-Battelle $65,000 on or before Jan. 7, 2006; and

     -- pay to UT-Battelle on-going funding of $65,000 per month
        thereafter for the balance of the CRADA until a total of
        $589,000 has been paid.

Failure to provide the necessary advance funding is cause for
termination of the CRADA.  In the event that the CRADA results in
the development of a handheld explosives detector, Sense Holdings
will have exclusive manufacturing and marketing rights to the
product.

                   About Sense Holdings

Sense Holdings, Inc., -- http://www.senseme.com/-- is a developer  
of next-generation biometric identification systems, and
nanotechnology-based micro-sensor technologies for government,
military and commercial security marketplaces.  The Company's
wholly owned subsidiary, Sense Technologies, deploys proprietary
biometric technology based on advanced fingerprint technology and
biometric integration to create a range of solutions for prisoner
identification, time and attendance, access control applications
and other markets.  A second wholly owned subsidiary, MSTI, is an
emerging nanotechnology-based explosives detection technology
development division developing a pipeline of advanced bomb
detection technologies, including a prototype handheld explosive
detection wand device for Homeland Security applications in
airports and other security checkpoints.


SIGHT RESOURCE: Judge Hopkins Confirms Amended Plan of Liquidation
------------------------------------------------------------------
The Hon. Jeffrey P. Hopkins of the U.S. Bankruptcy Court for the
Southern District of Ohio confirmed Sight Resource Corporation and
its debtor-affiliates' Amended Joint Plan of Liquidation on Nov.4,
2005.  

Judge Hopkins determined that the Plan satisfies the 13 standards
for confirmation enumerated in Section 1129(a) of the Bankruptcy
Code.

                      Terms of the Plan

The Debtors' Amended Plan groups the claims into six classes.

These three classes of claims are unimpaired and will receive 100%
of their allowed claims:

    * Allowed Governmental Claims;
    * Allowed Priority Employee Claims; and
    * Allowed Priority Customer Deposit Claims.

Under the Plan, Allowed Unsecured Claims are impaired and will
receive distributions of their pro-rata share of the remaining net
liquidation proceeds after payment on all allowed claims.  In the
event that the remaining net proceeds are sufficient to pay 100%
of the Allowed Unsecured Claims, then, before any distribution is
made to holders of the Allowed Interests, the holders of the
Allowed Unsecured Claims will receive interest at the rate of 5%
per annum accruing from and after the Effective Date until those
Claims are fully paid.

SRC interests will be cancelled as of the Effective Date and will
only receive any remaining cash after payment of Allowed Unsecured
Claims plus an interest of 5% per annum from the Effective Date
until fully paid.

SRC interests in affiliates will be preserved for the sole purpose
of preserving the SRC corporate structure until dissolution of the
Debtors.

                     Revesting of Assets

The Debtors' property will revest in the Debtors as Post-
Confirmation Debtors on the Effective Date, free and clear of all
Liens, Claims and Interests, except as provided in the Plan or
Confirmation Order.  The Debtors will cease any continuing
business operations no later than the Effective Date of the Plan
but, as long as necessary, will continue to exist as Post-
Confirmation Debtors through a Plan Administrator, who will
implement the plan by liquidating assets and distributing proceeds
as stated in the Amended Plan.

      Post-Confirmation Corporate Structure and Dissolution

Each of the Debtors will, as a Post-Confirmation-Debtor, continue
to exist after the Effective Date as a separate corporate entity,
with all the powers of an Ohio corporation pursuant to its
certificate of incorporation and bylaws in effect prior to the
Effective Date.  This will be done solely for the purpose of
liquidation of the Debtors' remaining assets and distribution of
the Liquidation Proceeds.

The Post-Confirmation Debtors must amend their certificates of
incorporation and by-laws:

    (a) to be consistent with the plan intent to liquidate
        remaining assets and to terminate its existence under
        applicable law; and

    (b) to satisfy the requirements of Sections 1123(a)(6) and
        1123(a)(7) of the Bankruptcy Code to prohibit the issuance
        of nonvoting equity securities.

John Pate, the Debtors' president, will be president of the Post-
Confirmation Debtors and will serve in that capacity without
compensation for the services he will provide as president.

Headquartered in Cincinnati, Ohio, Sight Resource Corporation --
http://www.sightresource.com/-- manufactured, distributed and   
sold eyewear and related products and services through retail eye
care centers.  The Company and nine of its affiliates filed for
chapter 11 protection on June 24, 2004 (Bankr. S.D. Ohio Case No.
04-14987).  Jennifer L. Maffett, Esq., and Louis F. Solimine,
Esq., at Thompson Hine LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $5,400,000 in total assets and
$12,500,000 in total debts.


SKINVISIBLE INC: Incurs $211,521 Net Loss in Third Quarter of 2005
------------------------------------------------------------------
Skinvisible, Inc., delivered its financial results for the quarter
ended Sept. 30, 2005, to the Securities and Exchange Commission on
Nov. 15, 2005.

Skinvisible generated revenues of $6,093 from product sales and
$150,000 from royalty and licensing fees for total revenues of
$156,093, for the three-month period ended Sept. 30, 2005.  The
decrease in revenue in the current period is attributed to lower
product sales and the late payment of royalty fees that were
received after the end of the reporting period.

For the nine-month period ended Sept. 30, 2005, the Company
generated total revenues of $644,231, compared to revenues of
$380,989 for the same nine-month period in the prior year.  The
increase in revenues is primarily attributable to increased
product sales and the receipt of licensing fees under a
Distribution Agreement entered into with Safe4Hours, Inc., during
the second quarter of 2005.

Skinvisible incurred a $211,521 net loss for the three months
ended Sept. 30, 2005, as compared to a $151,837 net loss for the
same period in the prior year.  For the nine-month period ended
Sept. 30, 2005, the Company reported a $785,453 net loss, in
contrast to a $556,503 net loss for the same period in 2004.

At Sept. 30, 2005, the Company's balance sheet showed $1,226,716
in total assets and $1,092,166 in total liabilities.  The Company
had accumulated deficit of $11,346,624 as of Sept. 30, 2005.

                      Ongoing Litigation

Skinvisible and its Chief Executive Officer, Terry Howlett, were
named as defendants in a lawsuit initiated in the U.S. District
Court for the Eastern District of Michigan on March 11, 2005.  The
lawsuit seeks a $1,025,000 judgment.  The underlying dispute
concerns the circumstances under which the Company purchased
common stock in Dermal Defense, Inc.  The Company asserts that the
lawsuit is without merit.  It has filed a motion to dismiss the
case and a motion for summary judgment.  This motion was heard on
July 27, 2005, and the court has not issued a decision.

                      Going Concern Doubt

Sarna & Company Certified Public Accountants expressed substantial
doubt about Skinvisible's ability to continue as a going concern
after it audited the Company's financial statements for the years
ended Dec. 31, 2004, and 2003.  The auditing firm pointed to the
Company's recurring losses from operations.

                       About Skinvisible

Skinvisible, Inc. -- http://www.skinvisible.com/-- through its  
wholly owned subsidiary, Skinvisible Pharmaceuticals, Inc.,
develops innovative polymer delivery vehicles and related
compositions which when topically applied hold active ingredients
on the skin for up to four hours thereby affording the active
agent an extended timeframe to perform its intended function.  
Aligned with its research and development focus, Skinvisible's
primary objective is to license its patented technology and sell
its trademarked polymer delivery vehicles to established brand
manufacturers and marketers of prescription and over-the-counter
products in the dermatological, medical, cosmetic, and skincare
markets.  The Company also produces a variety of products that
incorporate its technology for private label clients, including
antimicrobial hand sanitizers, sunless tanning sprays, sunscreens
and skincare products.


TENFOLD CORP: Sept. 30 Balance Sheet Upside-Down by $945,000
------------------------------------------------------------
TenFold Corporation delivered its quarterly report on Form 10-Q
for the quarterly period ending Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 14, 2005.

For the three months ended Sept. 30, 2005, the Company reported a
$341,000 net loss, compared to a net loss of $1,962,000 for the
same period in 2004.

As of September 30, 2005, TenFold's balance sheet reflected a
$945,000 stockholders' deficit, compared to $2,281,000 of positive
equity at Dec. 31, 2004.

As of September 30, 2005, the Company's principal source of
liquidity was its cash and cash equivalents of $1.7 million.  The
Company's net cash used in operating activities was $375,000 and
$3.5 million for the three and nine months ended Sept.30, 2005,
respectively.  Those results include $1.5 million the Company
received from transactions with a related party, DevonWay.

                     Going Concern Doubt

Tanner LC expressed substantial doubt about TenFold's ability to
continue as a going concern after it audited the company's
financial statements for the fiscal year ended Dec. 31, 2004.  The
auditor pointed to the company's problems in raising capital.

TenFold disclosed that it is presently focusing on selling new,
larger license deals with current customers who have experienced
the Company's value proposition, exploring distribution
agreements, and continuing discussions with potential investors
about the possibility of raising capital.

The Company stated in its quarterly report that several of its
independent Board members expressed interest in considering and
possibly participating in a capital raising transaction that might
include potential outside investors.  The possible transaction
would seek to raise approximately $5 million to $10 million.  

There can be no assurance that the Company will be successful in
raising capital, and these risks may have a materially adverse
effect on its future cash flow and operations.  Without material
cash inflows from new sales or capital raising, the Company
disclosed that it will not have sufficient resources to continue
as a going concern through 2005, as the Company will exhaust its
existing cash balances by the fourth quarter of 2005.

TenFold Corporation (OTC Bulletin Board: TENF) --
http://www.tenfold.com/-- licenses its patented technology for  
applications development, EnterpriseTenFold(TM), to organizations
that face the daunting task of replacing obsolete applications or
building complex applications systems.  Unlike traditional
approaches, where business and technology requirements create
difficult IT bottlenecks, EnterpriseTenFold technology lets a
small, team of business people and IT professionals design, build,
deploy, maintain, and upgrade new or replacement applications with
extraordinary speed, superior applications quality and power
features.


TRUMP ENTERPRISES: Earns $3.2 Million in Third Quarter 2005
-----------------------------------------------------------
Trump Entertainment Resorts, Inc. (NASDAQ NMS: TRMP) reported its
operating results for the third quarter and nine months ended
Sept. 30, 2005.  Consolidated net revenues for the quarter ended
Sept. 30, 2005 was $277.3 million, compared to $273.6 million for
the quarter ended Sept. 30, 2004.  The company has treated Trump
Indiana's results as discontinued operations, given the previously
announced pending sale of Trump Indiana.  Consolidated income from
operations for the quarter ended Sept. 30, 2005 was $32.7 million,
compared to $28.3 million for the quarter ended Sept. 30, 2004.

During the 2005 third quarter, in connection with its
reorganization proceedings commenced on Nov. 21, 2004, the company
recorded reorganization expenses and related costs of $5.7 million
as a result of continued professional fees incurred with respect
to the reorganization.  Consolidated net income for the quarter
ended Sept. 30, 2005 was $3.2 million, compared to a net loss of
$25.1 million for the quarter ended Sept. 30, 2004.

"Our third quarter financials continue to reflect matters
associated with the company's reorganization," James B. Perry, the
company's Chief Executive Officer and President, commented.  
Additionally, the results reflect the initial changes made to
increase the profitability of some marketing programs.  While
these changes negatively impact revenue in the short term, they
are designed to enable us to realize margin improvements going
forward."

A full-text copy of Trump Entertainment's Quarterly Report on
Form 10-Q is available for free at
http://ResearchArchives.com/t/s?34a

                   Trump Entertainment Resorts, Inc.
           Unaudited Condensed Consolidated Balance Sheets
                       As of September 30, 2005
                            (In thousands)

Current Assets:
     Cash and cash equivalents                          $120,612
     Receivables, net                                     37,667
     Inventories                                          11,779
     Prepaid expenses and other current assets            15,924
     Current assets of discontinued operations            18,149
                                                      ----------
Total Current Assets                                     204,131
                                                      ----------
Property and Equipment, net                            1,456,400
Other Assets:
     World's Fair Land                                         -
     Intangible Assets                                   256,619
     Goodwill                                            210,869
     Deferred bond and loan issuance costs                21,455
     Other assets                                         57,325
     Long-term assets of discontinued operations          98,145
                                                      ----------
Total other assets                                       644,413
                                                      ----------
Total Assets                                          $2,304,944
                                                      ==========
Current Liabilities:
     Current maturities of long-term debt                $35,318
     Accounts payable and accrued expenses                28,930
     Income taxes payable                                 17,111
     Due to affiliates, net                                  109
     Accrued interest payable                             39,187
     Accrued interest payable, subject to compromise           -
     Other current liabilities                            79,723
     Current liabilities of discontinued operations       38,472
                                                      ----------
Total current liabilities                                238,850
                                                      ----------
Non-Current Liabilities:
     Long-term debt, net of current maturities         1,441,508
     Long-term debt, subject to compromise                     -
     Long-term debt, related parties,
        subject to compromise                                  -
     Other long-term liabilities                          19,868
     Long-term liabilities of discontinued operations     20,147
                                                      ----------
Total non-current liabilities                          1,481,523
                                                      ----------
Total Liabilities                                      1,720,373
                                                      ----------
Minority Interest                                        137,373

Stockholders' Equity:
     Preferred stock                                           -
     Common stock                                             27
     Class B Common Stock                                      -
     Additional Paid in Capital                          451,553
     Accumulated Deficit                                  (4,382)
     Less treasury stock                                       -
                                                      ----------
Total Stockholders' Equity                               447,198
                                                      ----------
Total Liabilities, Minority Interest &
     Stockholders' Equity                             $2,304,944
                                                      ==========

                   Trump Entertainment Resorts, Inc.
           Condensed Consolidated Statement of Operations
             For Three Months Ended September 30, 2005
                            (In thousands)

REVENUES
     Gaming                                             $290,104
     Rooms                                                21,278
     Food & beverage                                      34,992
     Other                                                13,802
     Promotional Allowances                              (82,909)
                                                        --------
Net revenues                                             277,267

COSTS & EXPENSES
     Gaming                                              129,747
     Rooms                                                 7,141
     Food & beverage                                      11,913
     General & administrative                             73,307
     General & administrative-related party                  508
     Depreciation & amortization                          16,244
     Reorganization (income) expenses                      5,741
     Debt renegotiation costs                                  -
                                                        --------
                                                         244,601
                                                        --------
Income from Operations                                    32,666
                                                        --------
Non-Operating Income and (Expense):
     Interest income                                         696
     Interest expense                                    (32,735)
     Other non-operating income, net                           -
                                                        --------
Non-Operating Expense, net                               (32,039)
                                                        --------
Income (loss) before income taxes,
    discontinued operations & minority interest              627
Provision for income taxes                                (2,335)
                                                        --------
Income (loss) from continuing operations                  (1,708)

Income from discontinued operations of Trump Indiana       5,935
Income from discontinued operations of Trump 29                -
Minority interest                                           (993)
                                                        --------
Net Income                                                $3,234
                                                        ========
   
Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service revised the outlook of Majestic Star
Casino, L.L.C. to developing following the announcement that it
will acquire Trump Entertainment Resorts Holdings, L.P.'s Gary,
Indiana riverboat casino for $253 million in cash, or about 8
times the casino property's latest twelve month EBITDA.
Concurrently, the ratings for both Majestic Star and Trump were
affirmed; Trump's rating outlook is stable.  The acquisition is
expected to close by the end of 2005 and is subject to customary
approvals and consents.

These Trump ratings have been affirmed:

     -- $200 million senior secured revolver due 2010 -- B2;

     -- $150 million senior secured term loan due 2012 -- B2;

     -- $150 million senior secured delayed draw term loan due
        2012 -- B2;

     -- $1.25 billion second lien senior secured notes due 2015 --
        Caa1;

     -- Speculative grade liquidity rating -- SGL-3; and

     -- Corporate family rating -- B3.


UNITED ENERGY: Losses from Operations Trigger Going Concern Doubt
-----------------------------------------------------------------
United Energy Corp. delivered its financial results for the three-
month period ended Sept. 30, 2005.

Revenues for the three months ended Sept. 30, 2005, were $88,465,
a 77% decrease from revenues of $386,412 in the comparable three
months of 2004.  The decrease in revenues was due to lower levels
of Specialty Chemicals and Uniproof proofing paper sales during
the quarter.  Specialty Chemicals sales, which includes sales of
KH-30 products and Green Globe/Qualchem military sales, decreased
by $31,710 to $88,254, or 26% compared to $119,964 in the
comparable three months in the previous year.  This decrease was
due primarily to lower sales of the KH-30 family of oil field
dispersant products.  Uniproof proofing paper sales decreased
$266,237 because there were no orders from the company's primary
customer.

Revenues for the six-month period ended Sept. 30, 2005, were
$165,075, a $448,974 or 75% decrease from revenues of $655,049 in
the comparable six-month period ended Sept. 30, 2004.  The
decrease in revenues was due to lower levels of specialty
chemicals and Uniproof proofing paper sales during the six months
ended Sept. 30, 2005.  Specialty Chemicals sales, which includes
sales of KH-30 products and Green Globe/Qualchem products,
decreased by $153,309 to $164,593, or 48% compared to $317,902 in
the comparable six month period ended Sept. 30, 2004.  The
decrease was primarily related to a 60% decrease in sales of the
KH-30 family of oil field dispersant products reflecting a lower
level of orders partially offset by a 41% increase in Green
Globe/Qualchem military sales.  Uniproof proofing paper sales
decreased $336,665 because there were no orders from the company's
primary customer.

Gross profit for the three months ended Sept. 30, 2005, decreased
by $144,087, or 91% to $13,383 or 15% of sales compared with
$157,470 or 41% of sales in the prior period.

Gross profit for the six-month period ended Sept. 30, 2005, was
17% or $28,276, a $284,796 or 91% decrease from a 48% gross profit
or $313,072 in the corresponding period of fiscal 2004.

The three months ended Sept. 30, 2005, resulted in a net loss of
$1,561,554 as compared to a net loss of $644,535 for the three
months ended Sept. 30, 2004.  

The six month period ended Sept. 30, 2005, resulted in a net loss
of $2,375,892 compared to a net loss of $1,240,554 for the
comparable period ended September 30, 2004.  

                     Going Concern Doubt

During the past two fiscal years ended March 31, 2005, and 2004,
the Company has recorded aggregate losses from operations of
$4,423,974 and has incurred total negative cash flow from
operations of $3,801,148 for the same two-year period.  During the
six months ended Sept. 30, 2005, the Company experienced a net
loss from operations of $2,375,892 and negative cash flow from
operating activities of $452,478.  These matters raise substantial
doubt about the Company's ability to continue as a going concern.

Headquartered in Secaucus, New Jersey, United Energy is engaged in
the development, manufacture and sale of environmentally friendly
specialty chemical products.  United Energy's leading product is
its KH-30(R) multifunctional dispersant and its line of related
products, KX-91(R) and KH- 30S(R), which have proven to be
effective cleaners in oil and gas wells, pipelines and storage
tanks.


VARIG S.A.: Court Denies Request to Compel Turnover of Receivables
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied the request of Vicente Cervo and Eduardo Zerwes, the
Foreign Representatives appointed in the reorganization
proceedings of VARIG S.A. and its debtor-affiliates, to compel GE
Commercial Aviation Services, LLC, to turn over the Foreign
Debtors' receivables in its possession.  The Court also denied the
Foreign Representatives' request to obligate JPMorgan Chase Bank,
NA, to turn over the proceeds of VARIG's receivables now deposited
at JPMorgan.

The foreign representatives had alleged that GECAS wrongfully
instructed JPMorgan Chase to distribute funds out of the Foreign
Debtors' JPMorgan account as accelerated payment of a prepetition
debt.  On GECAS' instructions, and without notice to the Foreign
Debtors, JP Morgan wired $5,076,961 to GECAS Commercial.  The
total amount disbursed by JPMorgan constituted the proceeds of the
Foreign Debtors' accounts receivable.

While the Debtors will not get the proceeds of VARIG's receivables
deposited at JPMorgan, the Court also directs GECAS to return to
JPMorgan, $5,076,979, representing all amounts disbursed to GECAS
on June 17, 2005 from the Collateral Account.   That amount will
be held and separately accounted for in the Collateral Account,
subject to further Court order.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.  
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos. 05-
14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.:  Aircraft Lessors Renew Calls to Dissolve Injunction
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter, Central
Air Leasing Limited, Wells Fargo Bank Northeast, N.A., Ansett
Worldwide Aviation, U.S.A and its affiliated or related
corporations, and the Boeing Company asked for the removal of the
preliminary injunction to give the Foreign Debtors time to close
the sale of Varig Logistica S.A. to MatlinPatterson Global
Advisors, LLC.

The Creditors further defend their request:

1. Central Air

Central Air Leasing Limited and Wells Fargo Bank Northwest, NA,
oppose the further continuation of the preliminary injunction and
request the termination of the temporary restraining order with
respect to Central Air.

Michael J. Edelman, Esq., at Vedder Price Kaufman & Kammholz,
P.C., in New York, notes that in prior orders extending or
upholding the ancillary proceeding's preliminary injunction,
Judge Drain has balanced the VARIG Debtors' desire for additional
time to secure the financing for their restructuring plan against
the substantial risks being imposed on their non-Brazilian
aircraft lessors.  In essence, those requirements were designed
to ensure that the Debtors cured all postpetition deficiencies
owed to the aircraft lessors or face the risk of having the
preliminary injunction terminated.

Rather than effecting the repayment of their aircraft lessors
since the last hearing on October 24, 2005, the VARIG Debtors are
again postulating that a hoped for transaction provides comfort to
the aircraft lessors -- it does not.  Mr. Edelman says Central
Air's unpaid postpetition claims continue to increase while the
Debtors' ability  to satisfy the claims appears to be decreasing
and is now a minimal prospect.

Central Air believes that even if the Debtors are successful in
effecting a $62,000,000 financing or sale transaction with the
Brazilian National Development Bank, approximately $30,000,000 of
postpetition aircraft lease obligations will remain unpaid.  The
Debtors have been losing money from their operations even after
taking into account that VARIG has not paid most of their aircraft
lease obligations.

Mr. Edelman explains that the Debtors' current hope - the
consummation of a transaction sponsored by the Brazilian National
Development Bank -- appears to be the "latest speculative offer
in the hopes of continuing the preliminary injunction imposed by
this Court."  Mr. Edelman insists that the BNDES Transaction is
dependent on numerous contingencies and it appears unlikely that
the Debtors can consummate the transaction in any reasonable time
frame.

According to Mr. Edelman, VARIG may not be acting maliciously to
the aircraft lessors, but the injury being forced on them are
very real, substantial and now unreasonable.  Currently, the
aircraft lessors are owed approximately $90,000,000, and, as the
Court noted at the last hearing, they are facing an imminent
threat that their aircraft and related equipment will be
cannibalized.

Accordingly, to prevent further irreparable harm to Central Air
Lessor and the other aircraft lessors, Mr. Edelman points out
that the Court should not extend the preliminary injunction and
should require the Debtors to cure all unpaid postpetition
amounts to Central Air.

Central Air adds that it is willing to withdraw its objection, so
that the Debtors can move forward on a consensual basis, if they
can honor their commitments within the timeframes that they
provided in testimony before the Court.  Specifically, Central
Air proposes that the Debtors be required to:

   (a) immediately disburse the initial $62,000,000 to the
       aircraft lessors;

   (b) immediately repay any remaining deficiency;

   (c) start to keep current on all aircraft lease obligations;
       and

   (d) earmark for the sole benefit of the aircraft lessors the
       first proceeds on any additional sales or loans, which
       amounts must be utilized first to repay the postpetition
       defaulted obligations owed to the aircraft lessors.

2. U.S. Bank Trustees

U.S. Bank National Association, U.S. Bank Trust National
Association, Wells Fargo Bank Northwest, N.A., and Wells Fargo
Bank National Association, as trustees under certain aircraft
leased to the Debtors, tells Judge Drain that as of November 4,
2005, the amount due and unpaid in respect of the Debtors' lease
obligations arising after the Petition Date total $3,863,800.

The U.S. Bank Trustees have previously objected to the extension
of the preliminary injunction.  Ann Acker, Esq., at Chapman and
Cutler LLP, in Chicago, Illinois, reminds the Court that it had
provided some assurances to the Bank Trustees by requiring the
Debtors to:

   (a) maintain and insure the aircraft in accordance with
       applicable leases;

   (b) report to the Bank Trustees on the status of maintenance
       and make maintenance records available for inspection;

   (c) supply cash flow projections, a fleet plan, and plan for
       return conditions to the Bank Trustees; and

   (d) cure all payments arising after the Petition Date, no
       later than October 20, 2005.

However, Ms. Acker informs Judge Drain, no payment has been
made to date.  On the contrary, not only do the Debtors remain
in default of their obligations with regard to basic and
supplemental rent, but the maintenance level of the grounded
aircraft could also be deteriorating.  Moreover, despite repeated
requests by the Bank Trustees, the Debtors have delayed providing
a plan for the return of the Leased Aircraft and distributing a
vague "contingency plan for the orderly return of aircraft" on
the afternoon of November 3, 2005.

The Bank Trustees state that while they support the concept of a
third party or the Brazilian government providing sufficient
funds to allow VARIG to cure its defaults under the Leases, the
BNDES Transaction, together with the TAP Air Portugal investment
plan, is insufficiently funded, highly speculative, and has an
uncertain timeframe.

Ms. Acker asserts that the BNDES Proposal underscores the need
for the Court to vacate the injunction.  As long as the Bank
Trustees are enjoined from taking any action to enforce their
rights, there is a strong incentive for the Debtors to continue
their non-compliance with the Court's orders, followed by
eleventh hour announcements of proposed deals which later
evaporate to convince the Court to continue the injunction.

Thus, the Bank Trustees ask Judge Drain to lift the Preliminary
Injunction as it relates to their Aircraft Leases with the
Debtors, and to permit them to take any actions necessary to
protect their interests in the Aircraft.

3. Boeing

The Boeing Company wants the Court to dissolve the Preliminary
Injunction if the Debtors fail to comply with each of the
conditions set forth by the Court in its October 31, 2005 Amended
Preliminary Injunction Order.

4. Ansett Lessors

Sheldon L. Solow, Esq., at Kaye Scholer LLC, in Chicago,
Illinois, tells the Court that Ansett Worldwide Aviation, U.S.A.,
AWMS I, AWMS II, Ansett Worldwide Aviation Limited, and Ansett
Worldwide Aviation Sales Limited, object to the continuation of
the Preliminary Injunction because:

     (i) The Debtors have not satisfied any of the outstanding
         postpetition arrearages owed to the Ansett Lessors;

    (ii) The Ansett Lessors' property continues to serve a source
         of parts for other aircraft;

   (iii) The BNDES Transaction has not materialized.  It is
         unrealistic to imagine that a transaction of that
         magnitude could be consummated in the near future;

    (iv) The promised $62,000,000 initial funding and payment to
         the aircraft lessors have not materialized.  Though the
         Debtors have indicated that the escrowed funds might
         eventually be distributed to aircraft lessors on a pro
         rata basis, they have not disclosed the terms of the
         escrow or given any indication as to the timing or
         conditions precedent to the distributions;

     (v) The Debtors have no plan for satisfying lease payment
         arrearages in excess of $62,000,000.  The Foreign
         Representatives have suggested generally that they may
         try to raise additional funds, but they have failed to
         indicate when that speculative prospect might
         materialize or whether the funds would even be used to
         satisfy arrearages above and beyond the $62,000,000;

    (vi) The Debtors have continued to suggest that they do not
         intend to honor all postpetition lease obligations.  The
         contingency plan distributed by the Debtors to aircraft
         lessors and certain other creditors on November 3, 2005,
         suggests that there are "surplus" planes in the fleet
         that will be returned on an "as is, where is" basis, and
         that some aircraft may only be returned upon the
         issuance of a court order that directs the Debtors to
         return aircraft; and

   (vii) The documents submitted by the Debtors are inadequate.
         The contingency plan reflects an intention to return
         aircraft without restoring the engines or parts that
         have been removed from the aircraft, and the plan does
         not indicate where missing aircraft parts are located.
         The contingency plan also suggests that it may not even
         be enforceable by lessors absent a direction from a
         court of competent jurisdiction.

The Ansett Lessors assert that the Injunction has deprived them
and other aircraft lessors of all the normal protections available
to them as a matter of contract and commercial law.  According to
the Ansett Lessors, the Court should not allow their situation to
further deteriorate in the face of the uncertainty of the Debtors'
prospects of reorganization.

5. Aircraft SPC-6

Aircraft SPC-6, Inc., relates that as a result of their continued
payment default, the Debtors owe Aircraft SPC-6 more than
$640,000 in rent, maintenance reserves and other payments due
under their Lease as of September 9, 2005.

Aircraft SPC-6 asks Judge Drain to:

   -- vacate or modify the Preliminary Injunction so as to
      permit Aircraft SPC-6 to exercise all of its rights and
      remedies under the Lease and other operative documents,
      including its rights to repossess the Aircraft;

   -- require the Debtors to pay Aircraft SPC-6 all rent,
      maintenance reserves and other payments under the Lease and
      other operative documents immediately, or through the date
      they turn over the Leased Aircraft; and

   -- direct the Debtors to perform all necessary and required
      maintenance on the Aircraft.

Aircraft SPC-6 notes that the Debtors' reorganization prospects
remain uncertain.  Aircraft SPC-6 points out that it, as well as
the other aircraft lessors, never agreed to finance VARIG's
reorganization.  In addition, the Debtors continue to pay certain
of their aircraft lessors under side deals, while refusing to pay
others.
                 Foreign Representatives Respond

Vicente Cervo and Eduardo Zerwes, as Foreign Representatives of
the VARIG Debtors, contend that the Debtors have "diligently
complied with each of the requirements established by the Amended
Preliminary Injunction Order."

Rick B. Antonoff, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in New York, relates that, as required by the Court, the Debtors
have provided updated weekly cash flow reports and a fleet plan
to the aircraft lessors and other requesting creditors.  The
Cash Flow Reports show the Debtors' actual sources and uses of
funds through the week ending October 21, 2005.  The Fleet Plan
indicated which specific aircraft, by amount and type, were
operational and in use, as of November 1, 2005.

A full-text copy of VARIG's fleet plan is available at no charge
at http://bankrupt.com/misc/VARIGfleetplan.pdf

Mr. Antonoff attests that the Debtors have developed a contingency
return plan in good faith.  On October 23, 2005, the Debtors have
distributed the Initial Contingency Plan for the orderly return of
aircrafts to the aircraft lessors.  Certain lessors objected to
that initial plan, and, as a result, the Debtors have worked
diligently to revise it in an effort to address the concerns
raised.

As an outcome of those efforts, the Debtors were able to
formulate a Draft Contingency Return Plan, which was circulated
to lessors for comment on November 3, 2005.  The Debtors have
offered to schedule conference calls with individual lessors
to address their particular concerns and are committed to
cooperating with the lessors in the finalization and
implementation of the plan.

A full-text copy of VARIG's Draft Contingency Return Plan is
available at no charge at:

     http://bankrupt.com/misc/VARIGcontingencyplan.pdf

Although the Debtors will cooperate with the lessors to work
through any issues with respect to the Draft Contingency Return
Plan, the lessors and the Court must remain cognizant of the fact
that the plan will be implemented only if there is no financing
available to pay the lessors, Mr. Antonoff explains.  It is not
realistic for the lessors to expect that the Debtors will be in a
position to return certain aircraft subject to specific
contractual return provisions.  However, the Debtors have
committed to fully cooperate with lessors in the process of the
orderly return, deregistration and export of aircraft to the
extent feasible.

According to Mr. Antonoff, the lessors will receive payment pro
rata from the TAP/BNDES Transaction Proceeds.  The terms of the
TAP/BNDES Transaction expressly provide that the initial
$62,000,000 in cash proceeds from the sale of VARIGLog and VEM
will be deposited by TAP and BNDES into an escrow account in
Brazil for payment to VARIG and that the funds will then be
immediately transferred to an escrow account in a New York bank
with standing instructions to the escrow agent to make
distributions to the lessors pro rata as soon as the closings
occur.

The Foreign Representatives admit that the Debtors are paying
most postpetition administrative creditors on a current basis.  
However, the Foreign Representatives explain that, in the absence
of payment, the administrative creditors would refuse to provide
goods and services that are essential to the ongoing operation of
the Debtors' business.  Furthermore, the Foreign Debtors have
held the administrative creditors to the terms of prepetition
contracts.  "The Foreign Debtors are certainly not paying any
administrative claims that they are not required to pay by the
terms of a prepetition agreement," the Foreign Representatives
attest.

In addition, Mr. Antonoff points out, the vast majority of the
Debtors' administrative creditors provide consumable goods or
services, which do not enjoy the security of a fixed asset that
may be repossessed in the event of non-payment.

Furthermore, the Foreign Representatives assure the Court that
the Debtors are complying with their maintenance obligations to
ensure the minimal depreciation of the lessors' aircraft as
possible under the circumstances.

Mr. Antonoff contends that if the Court terminates the
Preliminary Injunction, the policies of the Bankruptcy Code,
which favor reorganization of viable enterprises and the
application of equitable principles, will not be served.  The
Debtors are using their best efforts to implement a restructuring
plan that will make their aircraft lessors whole and that is
feasible going forward.  The success of those efforts depends on
the continued cooperation of all creditors, including the
Objectors, for a brief period to allow the TAP/BNDES Transaction
to close and to permit the Debtors to continue negotiations for
further financing from TAP and other potential investors to
effectuate the plan.

                          *     *     *

Judge Drain rules that the Preliminary Injunction will remain in  
full force and effect.  The Preliminary Injunction will continue  
through and including December 22, 2005, and the Court will  
convene a hearing on December 21, 2005, at 10:00 a.m., to
consider the Foreign Representatives' request for continuation of
the Preliminary Injunction.

The objections to the Preliminary Injunction are overruled.

Judge Drain rules that the scope of the injunctive relief  
provided in the Preliminary Injunction:

   (a) will not exceed the scope of any injunction issued by, or
       stay as applied by, the Brazilian Court;

   (b) will not prevent or impair the transactions contemplated
       by the BNDES Proposal; and

   (c) will be automatically reduced to the extent of any
       reduction or modification by the Brazilian Court of any
       injunction or stay in the Foreign Proceeding.

Moreover, Judge Drain rules that the $62,000,000 in proceeds from
the BNDES Proposal will be paid pro rata to the aircraft and
engine lessors postpetition basic rent and maintenance arrearages
under their aircraft and engine leases, without prejudice to the
lessors' claims against the Debtors for additional amounts.

To the extent that the Debtors have available cash, as determined
on a monthly basis, the Court directs them to utilize those funds
to pay postpetition arrearages to aircraft and engine lessors,
pro rata, for basic rent and maintenance reserves under aircraft
and engine leases.  In addition, the Court directs the Debtors to
utilize any proceeds of the proposed receivable financing
transaction with TAP Air Portugal that remain after the payment
of maintenance expenses to pay postpetition arrearages to
aircraft and engine lessors, pro rata.

Judge Drain requires the Debtors to provide to their aircraft
lessors, and to any other creditors upon written request,

     (a) updated cash flow reports showing the Debtors' actual
         sources and uses of funds during the past three-month
         period together with any assumptions underlying such
         projections every week for the trailing period, and

     (b) a fleet plan, periodically updated, indicating which
         aircraft are expected to be operational and in use each
         month by the Debtors.

Furthermore, Judge Drain directs the Debtors to work with their
aircraft and engine lessors to promptly develop, share and
finalize a realistic, reasonable, and accurate contingency plan
for:

     (a) removing aircraft and engines from commercial service,
         causing each of the aircraft to be deregistered from the
         Brazilian Register of Civil Aviation and procuring final
         customs clearance for all aircraft to be exported from
         Brazil with Export Certificates of Airworthiness for the
         United States of America;

     (b) returning aircraft with proper engines installed and
         aircraft records to lessors; and

     (c) cooperating with aircraft lessors in the process of
         deregistration of the aircraft, given that the
         contingency plan will not be implemented until further
         order of the Brazilian Court or the U.S. Bankruptcy
         Court.

In the event that they are required to implement the contingency
plan, the Debtors will cooperate with the repatriation of the
aircraft and engines by providing updated records of the location
of aircraft parts and accounts and assisting with the removal and
re-certification of the aircraft.  Moreover, the Debtors will
recognize that claims arising from the lessors' right to the
return of reassembled aircraft and engines will be a postpetition
claim under the NBRL with priority of payment over prepetition
claims.

Objections to the continuation of the Preliminary Injunction must
be in writing, filed with the Court, with a copy to Chambers, and
served on:

        Pillsbury Winthrop Shaw Pittman LLP,
        1540 Broadway,
        New York, NY 10036
        Attention: Rick B. Antonoff, Esq.

so as to be received by December 16, 2005, at 12:00 noon

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VIKING SYSTEMS: Sept. 30 Balance Sheet Upside-Down by $1.9 Million
------------------------------------------------------------------
Viking Systems, Inc., delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 14, 2005.

For the three months ended Sept. 30, 2005, the company reported
revenue of $1.12 million, representing approximately a 3%
increase, compared to revenue of $1.09 million for the three
months ended Sept. 30, 2004.  Gross profits decreased to $320,000
or 28.6% of total revenues, for the three months ended Sept. 30,
2005, compared to gross profit of $334,000 or 30.5% of total
revenues, for the three months ended Sept. 30, 2004, representing
a decrease of $13,878.  The decrease in gross profit during the
quarter was due to the increase in royalty expense, in accordance
with the Vista Royalty agreement.  The company expects gross
profit, as a percentage of revenues, to improve as 3Di System
sales increase.

The Company had a net loss of $2.08 million for the three months
ended Sept. 30, 2005, compared to a net loss of $438,000 for the
three months ended Sept. 30, 2004.  The increase in net loss is
attributable to the implementation of the sales and marketing
plan, further development and optimization of the 3Di product
line, and an increase in interest expense of $1 million.

At Sept. 30, 2005, Viking Systems, Inc.'s balance sheet showed a
$1,932,612 stockholders deficit compared to a $468,762 deficit at
June 30, 2005.

For the nine months ended Sept. 30, 2005, revenue increased by
approximately $952,000, or 45% to $3.08 million, compared to
revenue of $2.13 million for the nine months ended Sept. 30, 2005.
For the nine months ended Sept. 30, 2005 gross profits increased
to $853,000 or 27.7% of total revenues, compared to $587,000, or
27.6% of total revenues, for the nine months ended Sept. 30, 2004.

VKSY had a net loss of $4.82 million, for the nine months ended
Sept. 30, 2005 compared to a net loss of approximately $908,000
for the nine months ended Sept. 30, 2004.  The increase in net
loss to date for 2005 was due to the increase in operating
expenses due to nine full months of operations.  The company
incurred significant costs, implementing a sales and marketing
plan, developing and improving the 3Di product line, and
maintaining operations of the visualization business.  The company
also incurred $1.68 million in non-cash interest expense related
to the amortization of the debt discount on the Convertible Notes
for the nine months ended Sept. 30, 2005.

Tom Marsh, Viking President & CEO, stated, "During the third
quarter we continued to execute our marketing plan and aggressive
promotion our flagship product, the EndoSite 3Di Digital Vision
System, to new market opportunities in urology and gynecology.  We
added renowned surgeons to our growing list of 3Di advocates, and
we were chosen by the Society of Laparoendoscopic Surgeons as a
recipient of the 2005 Innovations of the Year Award.  In our first
year of commercial development, we continue to build on our
pipeline of quality sales opportunities for the 2006 capital
spending cycle.  With the release of a new camera optimized for
complex urology and gynecology procedures, our 3-D vision
technology continues to gain acceptance both domestically and
internationally."

                     Going Concern Doubt

Tanner LC expressed substantial doubt about the company's ability
to continue as a going concern after it audited the company's
financial statements for the fiscal year ended Dec. 31, 2004.  The
auditing firm points to the company's recurring loses and cash
outflows from operations.

Viking Systems, Inc. -- http://www.vikingsystems.com/-- provides  
high performance 3D endoscopic vision systems to hospitals for
minimally invasive surgery.  Viking is leveraging that position to
become a market leader in bringing integrated solutions to the
digital surgical environment.  The company's focus is to deliver
integrated information, visualization and control solutions to the
surgical team, enhancing their capability and performance in MIS
and complex surgical procedures.  Viking Systems is headquartered
in La Jolla, Calif.


WATTS CONTRACTORS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Watts Contractors, Inc.
        P.O. Box 222
        Farmville, Virginia 23901

Bankruptcy Case No.: 05-43315

Chapter 11 Petition Date: November 18, 2005

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: Roy M. Terry, Jr.
                  DurretteBradshaw, PLC
                  600 East Main Street, 20th Floor
                  Richmond, Virginia 23219
                  Tel: (804) 775-6948
                  Fax: (804) 775-6911

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have Unsecured Creditors who are not insiders.


WESTERN GOLDFIELDS: Equity Deficit Narrows to $4.5MM at Sept. 30
----------------------------------------------------------------
Western Goldfields, Inc., delivered its quarterly report on Form
10-QSB for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 14, 2005.

The company reports $7,150,993 of net revenues during the nine-
month period ended September 30, 2005, compared to $7,272,261 of
net revenues during the nine-month period ended September 30,
2004.

As of September 30, 2005, the company had a cash balance of
$40,089, an accumulated deficit of $11,184,933 and a working
capital deficit of $1,768,813.

At September 30, 2005, the company's equity deficit narrowed to
$4,507,037 from $5,851,709 at December 31, 2004.

                     Going Concern Doubt

HJ & Associates, LLC, expressed substantial doubt about Western
Goldfields' ability to continue as a going concern after it
audited the company's financial statements for the year ending
Dec. 31, 2004.  The auditors point to significant losses from
operations, insufficient revenues to support operational cash
flows, and a working capital deficit.

A full-text copy of the regulatory filing is available at no
charge at http://researcharchives.com/t/s?349

Western Goldfields, Inc. -- http://www.westerngoldfields.com/--  
acquired the Mesquite Gold Mine in southern California in 2003.  
The mine produced approximately 3,000,000 ounces of gold from its
inception in 1986.  Western Goldfields is focused on expanding
Mesquite within existing operation permits, exploring for
extensions of high-grade mineralization at depth, and optimizing
current production from the material already stacked on the heap
leach pads.  The Company also holds exclusive exploration and
development rights to the Cahuilla gold project in Southern
California, as well as a portfolio of exploration properties in
Nevada and throughout the western United States.


WESTPOINT STEVENS: District Court Makes Changes to Sale Order
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter, the
Steering Committee and Beal Bank, S.S.B., as first lien
administrative agent and collateral trustee, appealed to the
United States District Court for the Southern District of New York
from certain provisions of the Bankruptcy Court order authorizing
the sale of substantially all of the WestPoint Stevens, Inc., and
its debtor-affiliates' assets.

The Steering Committee comprises of Contrarian Funds, LLC,
Satellite Senior Secured Income Fund, LLC, CP Capital Investments,
LLC, Wayland Distressed Opportunities Fund I-B, LLC, and Wayland
Distressed Opportunities Fund 1-C, LLC.

                           Sale Order

The Order authorized the sale of the Debtors' assets, under
Section 363(b) of the Bankruptcy Code, free and clear of liens and
other interests, to WestPoint International, Inc., and WestPoint
Home, Inc., in return for:

   1. unregistered equity securities -- Parent Shares -- and
      related unregistered subscription rights to acquire the
      securities of a corporate parent of the Purchasers;

   2. certain cash payments in respect of outstanding financing
      and expenses of the Debtors; and

   3. the assumption of certain of the Debtors' assets and
      liabilities.

The Sale Order also:

   -- provided that certain of the Debtors' secured creditors,
      including the Appellants, would receive replacement liens
      in the Securities and other sale proceeds;

   -- determined the value of the Securities and the secured
      creditors' claims as of the closing date of the sale
      transaction;

   -- directed the distribution to constituents of the senior
      secured creditor group, of which the Steering Committee
      member entities are part, of a portion of the Securities
      upon the closing of the sale transaction in full
      satisfaction of the First Lien Lenders' secured claims; and

   -- further directed the distribution of the remainder of the
      Securities to members of the Debtors' junior secured
      creditor group in partial satisfaction of those lenders'
      claims.

In connection with the distributions, the Sale Order provides for
the termination of the secured lenders' liens on the distributed
sale proceeds.

No Chapter 11 plan of reorganization or liquidation was confirmed
before, or after, the entry of the Sale Order, which authorized
and directed the consummation of all of transactions without the
necessity of prior confirmation of a Chapter 11 plan.

The Steering Committee members hold a majority of the First Lien
obligations.  The Purchaser entities and their parent are
affiliates of Aretex, LLC, and of the investor Carl Icahn.  
Aretex holds a minority of the First Lien obligations and a
majority of the Second Lien obligations.

At the time the Sale Order was entered, the First Lien Lenders had
a perfected lien on substantially all of the Debtors' assets, and
the Second Lien Lenders had a perfected junior lien on those
assets.

Pursuant to the Bankruptcy Court's valuation of the transaction
consideration and its analysis of the outstanding liabilities to
these two creditor groups, the Sale Order calls for the
proportionate distribution of about:

   * $489,000,000 of Parent Shares or Subscription Rights among
     the First Lien Lenders; and

   * $95,000,000 of Subscription Rights among the Second Lien
     Lenders, whose aggregate secured claim is $167,000,000.

The Appellants challenge the in-kind distribution, claim
satisfaction and lien release provisions of the Sale Order, which
effectively convert the objecting First Lien Lenders' more than
$240,000,000 of secured monetary claims against the Debtors into
an illiquid minority equity interest in the parent of the
successor entities controlled by Mr. Icahn and his affiliates.

In the auction that preceded the entry of the Sale Order, the
Steering Committee, in collaboration with investor Wilbur Ross,
had been the only other bidder for acquisition of the Debtors'
assets and control of the successor business.

Pursuant to a stipulation among the Steering Committee, the
Debtors, Aretex and the Purchasers, the parties agree that the
objecting First Lien Lenders withdraw their application to stay
the Sale Closing.  The Subscription Rights distribution allocable
to the Second Lien Lenders under the Sale Order was also stayed
pursuant to certain terms.

                  District Court's Opinion

In light of the closing of the sale, the mooting of the
Appellants' challenges to the sale itself and the direct
distribution of Parent Shares to the consenting First Lien
Lenders, District Court Judge Laura Taylor Swain considered
whether there are any measures that could be taken to resolve the
objecting First Lien Lenders' legal arguments and claims.

Judge Swain notes that the Stay Order has kept in limbo the Sale
Order's mechanisms for claim satisfaction and for the lien
releases attendant on the claim satisfaction.

The objecting First Lien Lenders explained at oral argument that
they seek continuation of their liens but that they ultimately
seek cash satisfaction of their claims.  They also represented
that they treat as collateral and will give up for sale, toward
that satisfaction, the Securities that were distributed directly
to them.

It thus appears, Judge Swain says, that it may be possible to
realize sufficient cash from the sale of those Securities, the
Securities held in escrow, or undistributed Excluded Assets to
satisfy in full the claims of the objecting creditors, whereupon
any remaining Securities or other proceeds could be distributed to
the Second Lien Lenders substantially in accordance with the Sale
Order.

In this regard, Judge Swain reverses the Bankruptcy Court's
determination that the objecting First Lien Lenders' claims can be
satisfied through the in-kind distribution of Securities in the
context of the sale of the Debtors' assets pursuant to Section
363(b) of the Bankruptcy Code and certain related determinations.

Specifically, Judge Swain rules that the Sale Order is:

   a. vacated insofar as it provides for the vesting of the
      Parent Shares or Subscription Rights distributed to the
      objecting First Lien Lenders in satisfaction of their
      replacement lien created by the Sale Order on the Sale
      Proceeds, and insofar as it provides for the receipt of any
      entity of the sale consideration free and clear of the
      Interests of the objecting First Lien Lenders;

   b. vacated insofar as it provides that the First Lien Debt of
      the objecting First Lien Lenders will be satisfied in full
      at the Closing by the release of the Parent Shares and the
      portion of the Subscription Rights, and is reversed insofar
      as it provides that the release of the replacement
      collateral to the First Lien Lenders adequately protects
      and satisfies the secured claims of the objecting First
      Lien Lenders;

   c. reversed to the extent it determines that the release of
      the Subscription Rights to the Second Lien Lenders is
      permitted under the Intercreditor Agreement among the
      Debtors and the First and Second Lien Lenders pursuant to
      the mandatory prepayment and adequate protection exceptions
      thereunder, and is vacated to the extent it directs the
      Purchasing Entities to issue Subscription Rights to the
      Second Lien Lenders, and to the extent it provides that the
      release of replacement collateral will satisfy the Claims
      of the objecting First Lien Lenders against the Debtors in
      full;

   d. vacated to the extent it precludes post-closing
      reallocation of the Subscription Rights of Shares acquired
      under the Sale Order as between the First Lien Lenders and
      Second Lien Lenders;

   e. vacated to the extent it precludes treatment of the claims
      and collateral of the objecting First Lien Lenders and of
      the Second Lien Lenders under a Chapter 11 plan in a manner
      conflicting with or derogating from the provisions of the
      Intercreditor Agreement or the Sale Order;

   f. vacated to the extent it provides that the Interest of the
      objecting First Lien Lenders in the replacement collateral
      will be deemed satisfied at the Closing upon the release or  
      tender or release of replacement collateral as provided in
      the Asset Purchase Agreement and the Sale Order, and is
      vacated to the extent it provides that the Securities
      released or deemed released are free and clear of the
      objecting First Lien Lenders' Interests;

   g. vacated to the extent it prohibits the objecting First Lien
      Lenders from asserting their Interests after the Closing
      against the Securities;

   h. vacated to the extent it directs the Purchasing Entities
      and the Debtors to cause the pro rata release of the
      Subscription Rights to the Second Lien Lender prior to the
      full cash satisfaction of the Claims of the objecting First
      Lien Lenders;

   i. vacated to the extent it authorizes the Debtors and the
      Purchasers to file evidence of the release of the Debtors
      from the Interests of the objecting First Lien Lenders, and
      to the extent that it provides that a certified copy of the
      Sale Order constitutes conclusive evidence of the release
      of the objecting First Lien Lenders' Interests in the
      Debtors; and

   j. vacated to the extent it bars the objecting First Lien
      Lenders from asserting Claims against the Securities.

Judge Swain remands the issue to the Bankruptcy Court for further
proceedings, including resolution of the outstanding claims of the
objecting First Lien Lenders and lien satisfaction issues.

The Subscriptions Rights held in escrow pursuant to the Court's
Stay Order will continue to be held in escrow pending further
Bankruptcy Court order.

Judge Swain dismisses Aretex's Cross-Appeal as moot.  The request
of the Second Lien Agent and Second Lien Lenders to dismiss the
First Lien Agent's appeal is denied.

A full-text copy of the 39-page District Court Opinion is
available for free at:

  http://bankrupt.com/misc/wspt_appeal-district-court-opinion.pdf

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed  
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 59; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WIZZARD SOFTWARE: Posts $1.4 Million Net Loss in Third Quarter
--------------------------------------------------------------
Wizzard Software Corp. reported revenues of $1,428,297 for the
three months ended Sept. 30, 2005, as compared to revenues of
$1,364,245 for the same period in 2004.  The increase for the
third quarter of 2005 was due primarily to the addition of
$169,319 in revenue from the acquisition of Interim Healthcare of
Wyoming, Inc., during the quarter.

Wizzard's net loss was $1,428,297 in the quarter ended Sept. 30,
2005.  This represents a 5% increase from the $1,364,245 net loss
reported in the third quarter of 2004.

At Sept. 30, 2005, the Company's balance sheet showed $2,154,244
in assets and $2,126,742 in liabilities.  At Sept. 30, 2005, the
Company's current liabilities exceed current assets by
approximately $948,546.  In addition, the Company had accumulated
deficit of $18,807,025 as of Sept. 30, 2005.

               Interim Healthcare Acquisition

Wizzard completed its acquisition of Interim Healthcare, a home
health care agency, in September 2005.  Based in Casper, Wyoming,
Interim is part of the fast growing home health segment of the
healthcare industry, providing a wide range of visiting nurse
services to the elderly, wounded and sick.  It is one of the 300
home health agencies that comprise Interim Health Care.

The Company purchased Interim Healthcare for $902,000 in a cash
and stock transaction.

Management expects to pursue additional home healthcare related
acquisitions as its sees the industry as a wide open market for
its speech technologies and voice data collection expertise.

                    Going Concern Doubt

Gregory & Eldredge, LLC, expressed substantial doubt about
Wizzard's ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2004 and 2003.  The auditing firm pointed to the Company's
significant losses since its inception.

Founded in 1996, Wizzard Software --
http://www.wizzardsoftware.com/-- has become a leader in the  
speech technology application development market.  Wizzard
architects solutions to business problems using its expertise in
consulting, speech development tools and building speech based
applications for the Desktop and Internet.  Wizzard has achieved
global recognition because of its expertise with voice
communication whether it is via PC or telephone.  Wizzard's
successes have lead to expanding opportunities in both the
government and commercial sectors.


WORLDCOM INC: Next Factors Demands Payment of PSP Claims
--------------------------------------------------------
On January 21, 2003, WorldCom, Inc., and its debtor-affiliates
stipulated and agreed with APCC Services, Data Net Systems, LLC,
Jaroth, Inc., doing business as Pacific Telemanagement Services,
Intera Communications Corporation and Davel Communications, Inc,
that the Filed Claims of certain payphone service providers could
be asserted collectively by the PSP Agents, as long as the PSP
Agents identified each of the PSPs and amounts of their claims
against the Debtors.

Joel M. Shafferman, Esq., at Solomon Pearl Blum Heymann & Stich,
LLP, in New York, tells Judge Gonzalez that Next Factors, Inc., is
the transferee of certain scheduled claims, including claims filed
by APCC, Inc., in the Debtors' cases on behalf of a number of
independent PSPs.

Next Factors also purchased the claims of certain of the PSPs
subject to the agency and other related obligations of APCC:

   Assignor                     Claim No.    Scheduled Amount
   --------                     ---------    ----------------
   Allegheny Telephone Co.      229004030         $18,490
   Americall                    229004900           8,693
   Bel Tel Phone Systems        229010730             822
   Edward O. Nuadi              229036700           1,631
   Harry Goldstein               22904950          12,443
   Hospitality Communications   229052190           5,942
   Hughes Pay Telephones        229052750           3,391
   Protel Systems               229092480           2,215

Notwithstanding Next Factors' prior filing of notices of the claim
transfers, on June 1, 2005, APCC stated that with the exception of
Hospitality Communications and Hughes Pay
Telephones, it had distributed the settlement proceeds, on account
of the Purchased Claims, to the PSPs or assignors of each of the
Purchased Claims.

However, Next Factors has never been furnished with any evidence
that the Purchased Claims have been paid, Mr. Shafferman asserts.

The assignment of the Purchased Claims from the PSPs to Next
Factors occurred before the execution of MCI/APCC Settlement
Agreement and Release executed on October 11 and 25, 2004.   
Hence, APCC was on notice that Next Factors was the legal holder
of the Purchased Claims, and APCC should have remitted the
appropriate percentage of the settlement proceeds to Next
Factors, Mr. Shafferman notes.

As the legal owner of the Purchased Claims, Next Factors is
entitled to a distribution of the proceeds each of the assignor or
PSPs were may have received under the Stipulation, Mr. Shafferman
asserts.

Accordingly, Next Factors asks the U.S. Bankruptcy Court for the
District of New York to compel APCC to distribute to it the sum
that the assignor or PSP either received or are entitled to
receive on account of the Claims.

Next Factors also seeks clarification that there is no language in
the Stipulation, which would:

   (a) nullify any agreements existing between original creditors
       and other parties like claims traders, after the Court's
       approval of the Stipulation;

   (b) prohibit any PSP bound by the Stipulation from entering
       any contract for the sale of its claim after the Court's
       approval of the Stipulation;

   (c) grant to APCC the beneficial ownership of any transferred
       claim or any claim whose ownership is in dispute;

   (d) grant to APCC the authority to withhold any information
       with respect to the proof of claim it filed on behalf of
       the PSPs or any related payments; and

   (e) release APCC from any fiduciary or state law obligations
       with respect to amounts owed to the assignor or PCPs or
       their assignees.

Next Factors asks the Court to compels APCC to disclose to the
Court with respect to the PSPs' claims in the Stipulation, the
date and amount of each payment that was delivered and the date
the check cleared.  For any payment that has not cleared, Next
Factors further asks the Court to require APCC to give a written
explanation of all steps taken with respect to its payment
attempts.

Moreover, Next Factors demands that APCC explain any difference in
amounts received by the Debtors and the total amounts paid to the
PSPs.

                           APCC Responds

Before APCC distributed the MCI Settlement proceeds to most of the
PSPs, a number of claims traders other than Next Factors, who had
purchased certain PSP claims that were included in the MCI
Settlement, promptly notified APCC and requested payment of their
claims, Jeffrey Rhodes, Esq., at Dickstein Shapiro Morin &
Oshinsky, LLP, in Washington, D.C., relates.

At the time APCC distributed the settlement proceeds on account of
the PSP claims, it had no notice or knowledge of any purported
assignments of any claims to Next Factors, Mr. Rhodes asserts.  
"The first time APCCS received notice of any purported assignments
of claims to Next Factors was on March 16, 2005, three months
after APCC had distributed the proceeds of the MCI
Settlement to the majority of the PSPs."

Mr. Rhodes discloses that on October 31, 2005, APCC sent Next
factors a check amounting $4,174, representing the portion of the
funds received by APCC under the MCI Settlement on account of the
Hughes Pay Telephones and Hospitality Communications claims.

Mr. Rhodes contends that APCC is not responsible for any losses
that Next Factors claims to have incurred in connection with
APCC's distribution of the settlement proceeds.  "The losses are
the result of Next Factors' own acts, or failures to act."

To the extent Next Factors took an assignment of the PSP claims,
its rights to recover amounts with respect to the claims, if any,
are properly asserted against the assignors of the claims under
the corresponding claim purchase agreements between Next Factors
and the assignors or applicable law, and not against APCC, Mr.
Rhodes argues.

Moreover, the distributions of a portion of the proceeds of the
MCI Settlement have been distributed by the Debtors almost a year
ago and are no longer estate property.  Thus, APCC and Next
Factors' conflict could not conceivably have any effect on the
administration of the Debtors' estates, Mr. Rhodes notes.  "As a
consequence, Next Factors' request for relief against APCC falls
outside of the Court's 'related to' jurisdiction."

Accordingly, APCC asks the Court to deny Next Factors' request.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 108; 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)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (27)         120       (4)
Accentia Biophar        ABPI         (8)          34      (20)
AFC Enterprises         AFCE        (44)         216       53
Alaska Comm Sys         ALSK         (9)         589       49
Alliance Imaging        AIQ         (43)         643       42
AMR Corp.               AMR        (729)      29,436   (1,882)
Atherogenics Inc.       AGIX        (98)         213      190
Bally Total Fitn        BFT        (172)       1,461     (290)
Biomarin Pharmac        BMRN       (65)          209      (38)
Blount International    BLT        (201)         427      110
CableVision System      CVC      (2,486)      10,204   (1,881)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL       (463)       1,456       85
Cenveo Inc              CVO         (12)       1,146      127
Choice Hotels           CHH        (165)         289      (34)
Cincinnati Bell         CBB        (672)       1,893      (10)
Clorox Co.              CLX        (532)       3,570     (229)
Columbia Laborat        CBRX        (13)          17       10
Compass Minerals        CMP         (83)         686      149
Crown Media HL          CRWN        (64)       1,250     (125)
Deluxe Corp             DLX        (101)       1,461     (297)
Denny's Corporation     DENN       (261)         498      (72)
Domino's Pizza          DPZ        (553)         414        3
DOV Pharmaceutic        DOVP         (3)         116       94
Echostar Comm           DISH       (785)       7,533      321
Emeritus Corp.          ESC        (134)         713      (62)
Foster Wheeler          FWLT       (375)       1,936     (186)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (13)       1,026      283
I2 Technologies         ITWO       (144)         352      112
ICOS Corp               ICOS        (67)         232      141
IMAX Corp               IMAX        (34)         245       30
Immersion Corp.         IMMR        (15)          46       29
Indevus Pharma          IDEV       (103)         119       86
Intermune Inc.          ITMN        (30)         194      109
Investools Inc.         IED         (20)          64      (46)
Kulicke & Soffa         KLIC        (32)         386      186
Level 3 Comm Inc.       LVLT       (632)       7,580      502
Ligand Pharm            LGND        (63)         332      (44)
Lodgenet Entertainment  LNET        (69)         283       22
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (95)       2,989      371
McDermott Int'l         MDR         (53)       1,627      244
McMoran Exploration     MMR         (61)         407      118
NPS Pharm Inc.          NPSP        (55)         354      258
Owens Corning           OWENQ    (8,443)       8,142      976
ON Semiconductor        ONNN       (317)       1,171      300
Qwest Communication     Q        (2,716)      23,727      822
Riviera Holdings        RIV         (28)         221        6
Rural/Metro Corp.       RURL        (93)         315       56
Rural Cellular          RCCC       (460)       1,367       46
SBA Comm. Corp.         SBAC        (47)         886       25
Sepracor Inc.           SEPR       (213)       1,193      703
St. John Knits Inc.     SJKI        (52)         213       80
Tiger Telematics        TGTL        (70)          21      (78)
US Unwired Inc.         UNWR        (76)         414       56
Unigene Labs Inc.       UGNE        (15)          14       (9)
Unisys Corp             UIS        (141)       3,888      318
Vector Group Ltd.       VGR         (38)         536      168
Verifone Holding        PAY         (36)         248       48
Vertrue Inc.            VTRU        (35)         441      (80)
Visteon Corp.           VC       (1,430)       8,823      404
Worldspace Inc.         WRSP     (1,475)         765      249
WR Grace & Co.          GRA        (574)       3,465      848

                          *********

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.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2005.  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.

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