TCR_Public/980227.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
    Friday, February 27, 1998, Vol. 2, No. 40                   

ATKINSON: Closes on Sale of Certain Assets to Clark
CAJUN ELECTRIC: Final Auction Proposed
CRAIG CONSUMER: Debtors and Professionals Seek Surcharge
FOOD WORLD: Judge Delays Dismissing Chapter 11
GATEWAY DATA: Software Company Files Bankruptcy

GLEN IVY RESORTS: Bankruptcy Court OKs Settlement                    
GULF RESOURCES: Trustee Applies to Employ Counsel
JACKSON BROOK: Hospital Seeks Employee Wage Delay
LEVITZ: 6.7% Decrease for Same Store Sales
L'IL THINGS: Order Authorizes Employ of Keen Realty

MAX: Air Wisconsin gets MAX and United Express flights
MIDCOM COMMUNICATIONS: Creditor Panel Seeks Ok To File Plan
MIDCON: Comment of LDNG on Motion of Trustee
MOBILEMEDIA: Lessor Objects to Time for Lease Assumption
MONTGOMERY WARD: Fights for $20.3 Million

NIAGRA MOHAWK: Plan to Avoid Bankruptcy
OXFORD HEALTH: Texas Pacific to Invest $350 Million
PAYLESS CASHWAYS: Order Disallowing Late Proofs of Claim
PROCTOR AND GAMBLE VIETNAM: Solution to Venture Deadlocked

REEVES INDUSTRIES: Rescheduling of Hearing on Joint Plan
RICKEL HOME: Staples to Buy 41 Rickel Leases
SMITH TECHNOLOGY: 90-Day Extension of Exclusivity
THE SINGING MACHINE: Hearing Set for Confirmation of Plan
XL CARE AGENCY: Files for Chapter 11 Protection

DLS CAPITAL PARTNERS: Bond Pricing For Week of 2/23/98


ATKINSON: Closes on Sale of Certain Assets to Clark
Atkinson announced on February 26, 1998, the closing of the
sale of certain assets to Clark Construction Group, Inc.
under the Asset Purchase Agreement approved by
the Bankruptcy Court on February 6, 1998. Clark acquired
the assets through a newly formed subsidiary named Guy F.
Atkinson Construction Corporation, which will do business
in Atkinson's traditional construction markets.

The Atkinson Estate will retain control of Commonwealth
Construction Company, based in Burnaby, British Columbia,
Atkinson Dynamics Company, a South San Francisco-based
manufacturer of industrial intercoms, and various other
assets including 15 construction projects and certain real
estate holdings.

Atkinson provided heavy construction services for power,
infrastructure, industrial process, pulp and paper, mining,
transportation, and water and wastewater treatment, in the
United States and overseas. The company is not entering
into contracts for new work.

Clark, a privately held company, is one of the nation's
largest general building contractors and is headquartered
in the Washington D.C. area with regional offices and job
sites throughout the country.

CAJUN ELECTRIC: Final Auction Proposed
Cajun Electric Power Cooperative's Chapter 11 Trustee,
Ralph R. Mabey, has proposed a final auction for Cajun's
non-nuclear assets where parties could appear in court and
make oral cash bids.  Mabey, who made the proposal in his
latest status report to the court, suggested that the
auction should be held following a ruling on the all-
requirements contract litigation so that bidders will be
apprised of the status of these assets prior to final
bidding. (Federal Filings, Inc. 25-Feb-98)

CRAIG CONSUMER: Debtors and Professionals Seek Surcharge
The debtor, Craig Consumer Electronics, joined by its
general and local counsel and financial advisors are
seeking entry of an order approving a surcharge against the
proceeds of the collateral held by BT Commercial

The debtors and professionals claim that a surcharge is
appropriate in this case.  They state that the Lenders took
a calculated risk allowing the company to continue to
operate in Chapter 11, which the lenders hoped would
benefit their position by ultimately increasing the return
on their collateral.  Unfortunately, the applicants claim,
the Lender's decision to continue to operate the company
was ultimately a "bad bet."  

The debtor and the professionals state that BT Commercial
insisted that the company remain in Chapter 11 and that the
lenders received the benefit of their bargain -- the
maintenance of Craig as a going concern.  They argue that
this strategy enabled the lenders to maximize their options
as to disposing of the collateral.  In addition, the
lenders insulated themselves from warranty claims.  The
applicants believe that the  court should find that a
surcharge of the lenders collateral is appropriate under
the circumstances of this case.

The professionals are seeking a surcharge in an amount
equal to the shortfall between the final carve-out amount
allocated to each debtor's professional and the final award
of fees and expenses approved by the court for each such

FOOD WORLD: Judge Delays Dismissing Chapter 11
Food World could close its doors forever if a deal to put
new investors in place doesn't work, a federal bankruptcy
judge suggested Monday.   Judge Brett Dorian, in approving
a delay to give prospective investors more time to work out
a deal, said the Chapter 11 case filed by the grocery store
in August 1996 will probably be dismissed if investors do
not step in.

The investors, whose identities haven't been revealed, are
considering buying out a $200,000 position held by food
wholesaler Fleming Foods.   The debt would then be
restructured to slash monthly payments by $5,000.
Details of the investment were still being worked out, so
Dorian on Monday granted a request to postpone until next
Monday any decision on the dismissal.

GATEWAY DATA: Software Company Files Bankruptcy
Gateway Data Sciences Corp., which has been fighting to
collect millions from a big customer, said the legal
dispute has landed the company in Bankruptcy Court.

The Phoenix-based software company, which specializes in
point-of-sale systems for retailers, Monday filed for
protection from creditors under Chapter 11 of the U.S.
Bankruptcy Code. The case was filed in U.S. District Court
in Phoenix.

In a statement, the company said the filing was
precipitated by "cash flow problems following the ongoing
litigation between the company and a large customer over
payments totaling more than $3.8 million."

The company has had operational problems, too, and reported
a loss of $7.5 million on sales of $12.7 million for the
nine months that ended Oct. 31.  Last year, its stock
plummeted 96 percent, to 50 cents from $16. The shares
were de-listed by Nasdaq and now trade on the OTC Bulletin
Board. In 1996, the year the stock debuted, the company was
one of the top 10 performers among Arizona stocks, with a
gain of 137 percent. (Arizona Republic- 02/24/98)

GLEN IVY RESORTS: Bankruptcy Court OKs Settlement                    
The U.S. Bankruptcy Court has approved a settlement
involving Glen Ivy Resorts Inc. of Corona, the bankrupt
company that in the early 1990s was the nation's largest
timeshare resort operator.

Under the settlement, $33.8 million will be distributed to
a number of groups involved in the case. An estimated $12.4
million will be paid to the homeowners' associations of the
15 remaining timeshare properties; about $10 million to
various plaintiff attorneys, and the remaining $11.4
million to participating lenders and to the trustee
overseeing Glen Ivy Resorts.

All assets of the Glen Ivy estate have been liquidated
except for 1,900 defaulted notes and intervals held in 11
of the 15 timeshare resorts, according to U.S. Trustee
Thomas P. Williams, who was assigned by the court to take
over and sort out Glen Ivy operations following its
bankruptcy in April, 1992. All deeding and recording
activities should be completed by Sept. 30, Williams

Glen Ivy companies filed for bankruptcy or went out of
business amid charges that some of its executives oversold
timeshare intervals, forged documents and covered up
numerous consumer complaints.  Peter Giummo, the former
chief financial officer of Glen Ivy Holdings, and
his wife, Rhonda Giummo, pleaded no contest in 1994 to
felony charges in connection with illegal sales of
timeshare intervals.(Press Enterprise Riverside 02/24/98)

GULF RESOURCES: Trustee Applies to Employ Counsel
Charles E. Bearden, Chapter 11 Trustee for the Debtors Gulf
Resources Corporation and Mustang Oil & Gas Corporation
filed an application to employ Jason R. Searcy, P.C. as
counsel for the Trustee, to be used for general legal
matters, concerning the Trustee's rights and remedies with
regard to certain of the estate's assets and claims of

JACKSON BROOK: Hospital Seeks Employee Wage Delay
Because of continued cash-flow problems, Jackson Brook
Institute is again offering employees incentives to delay
cashing their paychecks.  Maine's only for-profit
psychiatric hospital has also stopped depositing
paychecks directly into employees' bank accounts, hoping
that more workers will use the incentive program.

The financial health of Jackson Brook is of concern to
state officials and others concerned with mental-health
services in Maine. The hospital is the state's largest
private provider of acute-care psychiatric treatment to
mentally ill adults and children.

As of early this year, Jackson Brook owed $400,000 in rent,
was about $64,000 behind in taxes to the city of South
Portland, and faced a foreclosure action in court.
Several times in December, it asked employees to wait a few
days before cashing their checks.

A spokesman for the hospital said Jackson Brook is "very
close to working out a payment plan" with BancBoston Real
Estate Capital Corp., which holds the mortgage on the
hospital. BancBoston has filed a foreclosure action,
demanding the entire $2.3 million still owed on the

A dispute with the state is a large part of the hospital's
financial problems. The state cut its weekly payment to the
hospital last year from $300,000 to less than $200,000.
Jackson Brook also says it is waiting to collect $2.3
million from the state for unpaid bills. But the state says
the hospital owes it $8 million for overpayments in recent
years. (Portland Press Herald 02/25/98)

LEVITZ: 6.7% Decrease for Same Store Sales
Levitz Furniture Inc. reported net sales of $232.6 million
for the three month period ended December 31, 1997.  This
was a  decrease of $39.4 million or 14.5% over net sales of
$272.0 million in the same period for the prior year. Sales
on a comparable store basis decreased 6.7%. The decrease in
net sales of 14.5% is primarily attributable to the closing
of eighteen stores in under-performing markets during
October 1997.

Loss before reorganization items and income taxes for the
three month period ended December 31, 1997 amounted to $7.9
million or 3.4% of net sales as compared to a loss of $3.1
million or 1.1% of net sales for the same period of the
prior year.

For the nine months ended December 31, 1997, sales on a
comparable store basis decreased 8.0% compared to the nine
months ended December 31, 1996.

L'IL THINGS: Order Authorizes Employ of Keen Realty
LiL' Things, Inc., as debtor-in-possession was authorized
by Judge Harold C. Abramson to employ and retain Keen
Realty Consultants, Inc., as its special real estate

MAX: Purchase by Air Wisconsin Approved      
U.S. Bankruptcy Judge Sidney Brooks of Denver, Colo.,
approved Friday the sale of Mountain Air Express to Air
Wisconsin Airlines Corp. for $1.5 million.

Acquisition of the regional carrier will allow Air
Wisconsin  to expand its service from Denver to about 12
cities in the Rocky Mountain area, officials said earlier
this week. Air Wisconsin, based in Appleton, operates as
United Express and schedules its flights to feed United
Airlines operations through hubs at Denver and Chicago,
both of which it serves non-stop from Milwaukee.

Air Wisconsin has said it will take over lease payments on
Mountain  Air's four 31-seat Dornier 328 turboprop planes
and lease six more.
{Milwaukee Sentinel Journal 21-Feb-1998)

MIDCOM COMMUNICATIONS: Creditor Panel Seeks Ok To File Plan
The Midcom Communications, Inc. Creditors'Committee has
asked the court to modify the company's exclusivity so that
the panel may file its own liquidating reorganization plan.  
The committee argued that modifying Midcom's exclusive
periods would expedite the plan confirmation process,
reduce administrative expenses, and increase the input of
the unsecured creditors who possess the true economic stake
in Midcom. (Federal Filings, Inc. 25-Feb-1998)

MIDCON: Comment of LDNG on Motion of Trustee
In the case of Midcon Offshore, Inc., creditor Louis
Dreyfus Natural Gas Corp. (LDNG) filed a comment on the
Trustee's motion seeking appointment of a mediator.
LDNG agrees with the Trustee that mediation may lead to the
confirmation of a consensual plan of liquidation.  LDNG
does not share the Trustee's belief that a contested plan
may be confirmed in this case. In the event the mediation
is not successful, LDNG will proceed with its motion to
convert the case to a Chapter 7.  

MOBILEMEDIA: Lessor Objects to Time for Lease Assumption
Stoneridge Associates Limited Partnership, Lessor of the
debtors, Mobilemedia Communications, Inc. et al., objects
to the debtor's fourth motion for extension of time for
assumption or rejection of leases of non-residential
property.  The Lessor leases to the debtor the "nerve
center" of the debtor's operations, the largest
telemarketing facility at which the debtor employs 1,100
people.  The Lessor states that the circumstances of this
lease are factually different from the 300 building leases
and 4,000 tower leases of the debtors.

The Lessor states that the debtor has had ample opportunity
to evaluate the Dallas telemarketing center and is able to
make its decision to either assume or reject the Stoneridge
Lease by the current deadline of March 2, 1998.  The Lessor
states that the only reason for the debtor to delay its
decision at this time is merely to be sure that its stand
alone plan is confirmed.

MONTGOMERY WARD: Fights for $20.3 Million
On February 23, 1998 the Bankruptcy Court approved a sale
at auction affecting 31 leases and 24 landlords.  The
auction resulted in an increase in the upfront cash
purchase price for the properties from $13.1 million to
$20.3 million.  The objecting landlords claim that the
transaction is violative of the bankruptcy code.

The debtors claim that the Agreement is clearly an
agreement for the sale of the property, that the debtors
are not now seeking to assume or reject the leases, and
that the debtors have shown cause for an extension to
assume or reject leases.

NIAGRA MOHAWK: Plan to Avoid Bankruptcy
Niagara Mohawk Power Corp. (NiMo) got the heart of its rate
restructuring plan approved Tuesday. After more than two
years of dealing with NiMo, the Public Service Commission
embraced the economic theory that big, healthy corporations
benefit the broader community and approved a schedule of
rate reductions favoring them that should take effect this

The commission agreed to allow the utility's rate
restructuring plan to go forward -- minus an unpopular
service-charge increase that the utility desired.
The utility said the increase was warranted so that all
users would pay a fairer share of NiMo's expenses.
The rate plan provides an average discount of 25 percent to
250 large users of electricity -- big manufacturers,
hospitals or universities.  All other customers -- about
1.5 million commercial and residential ratepayers -- will
get 3.2 percent cuts.

Niagara Mohawk will shoulder $2 billion in debt costs
during the next few years, rather than make rate payers
responsible for an estimated total of $8 billion. As part
of the plan, Niagara Mohawk must sell all of its fossil-
fuel and hydro plants but can retain the rights to the
electricity produced at the auctioned-off plants for a few
years. The company will keep its nuclear facilities until a
plan is worked out on divestiture by all utilities.     
The company predicted bankruptcy in the event the plan was
not approved. (Albany Times Union 02/25/98)

NYTEST ENVIRONMENTAL: Petition Dismissed                           
Nytest Environmental Inc. (0TC Bulletin Board: NYTS)
announced that at its request on February 12, 1998
the U.S. Bankruptcy Court dismissed the Chapter 11
petition.  On February 25, 1998, Nytest gave peaceful
possession of all its assets to its secured lender, The CIT
Group/Credit Finance.  Consequently, Nytest has no
assets and ceased all operations.

OXFORD HEALTH: Texas Pacific to Invest $350 Million
Oxford Health Plans, Inc. (NASDAQ: OXHP) announced today
that the investment firm Texas Pacific Group has signed a
definitive agreement to invest $350 million in Oxford and
that the company intends to raise an additional $350
million in debt financing.

Upon the closing of the transaction, Texas Pacific will be
represented with four seats on Oxford's board of directors.
Under the terms of the definitive agreement, Texas Pacific
will purchase $350 million in preferred stock issued as
Series A and Series B with dividend rates of 8% and 9%

Oxford also announced year-end results, indicating that the
company will post a fourth quarter net loss of $284.7
million, or $3.58 per share, resulting in a net loss of
$291.3 million, or $3.70 per share for the year ended
December 31, 1997. The fourth quarter loss resulted
primarily from approximately $239.0 million added to
reserves for payment of medical costs ($200 million of
which was included in the company's December announcement)
and approximately $75 million in write-offs of accounts
receivable and additions to valuation reserves.

PAYLESS CASHWAYS: Order Disallowing Late Proofs of Claim
In the case of Payless Cashways, Inc., Judge Arthur B.
Federman has entered an order stating that all proofs of
claim filed after January 20, 1998 shall be disallowed and
the claimant shall be forever barred from recovery on the
claim.  Those wishing to object to the order shall file a
motion to file proof of claim out of time.

PROCTOR AND GAMBLE VIETNAM: Solution to Venture Deadlocked
Attempts to find a solution to Proctor and Gamble
Co.'s troubled Vietnam venture remain deadlocked, an
official said Thursday just two days before a deadline for
the company to declare bankruptcy.  The two partners in the
joint venture held a meeting Monday in a last-ditch effort
to decide on the company's fate but remained deadlocked
over a proposal by Proctor and Gamble's US parent to buy
out the local partner.

Insiders say that if a solution is not found within the
next two days, the Ho Chi Minh City-based consumer products
joint venture will be forced to declare bankruptcy,
Such an outcome could deal a blow to commercial relations
between Vietnam and the United States, and the US embassy
has been closely involved with the negotiations as has the
ministry of planning and investment.

Proctor and Gamble has requested official permission to buy
out the 30-percent interest held by the local partner,
Phuong Dong Company, controlled by the Vietnam Chemical
Corp. (Vinachem), to inject new capital into the venture.
Vinachem has only agreed to only sell 15 percent, leaving
Proctor and Gamble with 85 percent, Nguyen Xuan Thuy,
Vinachem general director said, "The decision was said to
be "a final concession" by Vinachem to save the troubled
plant from closure, but it fell short of Proctor and Gamble
expectations. They still want a 100 percent stake, but 85
percent was our final concession."

Proctor and Gamble has informed its local partner that the
Ho Chi Minh City-based plant would be compelled to shut
down after February 28 unless a solution was found.
The two sides had earlier agreed to increase the investment
in the joint venture from 37 million dollars to 80 million
dollars and extend the duration of the joint venture from
30 to 40 years, the official said.  Proctor and Gamble
Vietnam, which is currently capitalised at 36 million
dollars, has accumulated losses of more than 35 million
dollars since it was licenced in 1994.  Late last month,
Proctor and Gamble's two principal bankers in Vietnam,
Citibank and ABN Amro, were instructed by the State Bank of
Vietnam to refuse to roll over any of its loans.
(AgenceFrancePresse 02/26/98)

REEVES INDUSTRIES: Rescheduling of Hearing on Joint Plan
The hearing on confirmation of the Amended Joint Plan of
Reorganization of the debtor Reeves Industries, Inc. and
Reeves, Inc. originally scheduled for February 26, 1998
will be held on March 10, 1998.

RICKEL HOME: Staples to Buy 41 Rickel Leases                        
Staples Inc. has agreed to buy the leaseholds on
41 of 52 stores formerly occupied by bankrupt buildings
materials retailer Rickel Home Centers Inc.

Rickel will seek bankruptcy court approval for the sale at
the U.S. Bankruptcy Court for the District of Delaware
Thursday, said Rickel spokesman John Henry.

Last month, commercial property broker Grubb & Ellis Co.,
which handled the sale for Rickel, said it was contacted by
300 to 500 prospective buyers. The properties are mainly in
New Jersey.

SMITH TECHNOLOGY: 90-Day Extension of Exclusivity
Smith Technology Corp. won a 90-day extension of its
exclusive periods to file a reorganization plan and
solicit plan acceptances through May 6 and July 6.  
Although the company had sought a 120-day extension, the
creditors' committee objected to the request, contending
that Smith has made no efforts to negotiate a plan with the
committee and has instead been acting as the liquidating
agent for secured creditors. (Federal Filings Inc. 25-Feb-

THE SINGING MACHINE: Hearing Set for Confirmation of Plan
As reported in its most recent Form 10-KSB filed with the
SEC, The Singing Machine Co., Inc., stated that the
Bankruptcy Court has set a hearing to consider confirmation
of its Reorganization Plan for February 26, 1998.

The significant elements of the Plan include (i) additional
estimated administrative costs of $100,000 for the
Company's bankruptcy counsel, (ii) the secured claim by
Bankers Capital, the Company's factor, of $124,000 shall be
paid according to the terms of its contract with the
company, which is current, (iii) general unsecured
creditors whose claims are equal to or less than $300 shall
receive a cash payment of 15% of the amount of their
allowed claim, and (iv) general unsecured creditors whose
claims exceed $300 shall be given the option of receiving a
cash payment of 10% of the amount of their allowed claim or
receiving one share of new common stock in the reorganized
company for each $2.00 of an allowed claim.

Any cash payments to unsecured creditors would be paid in
two equal installments, ten days after the Plan is
confirmed and six months thereafter. Holders of existing
common shares of the Company, equity interest holders, will
have their interest diluted by ninety percent (90%) at
confirmation under the Plan, so that for each ten shares of
common stock owned they will receive one share of new
common stock in the reorganized company.

For fiscal 1997 and fiscal 1996, the Company's total
revenues were approximately $10.7 million and $5.2 million,
respectively. Although total revenues more than
doubled in fiscal 1997, the Company had a net loss of
approximately $3.9 million which equaled its net loss in
fiscal 1996. As a result of historical losses, a net
working capital deficiency and lack of financing, the
Company's auditors expressed substantial doubt about the
Company's ability to continue as a going concern based on
their audit of the Company's financial statements for the
fiscal year ended March 31, 1997.

The Chapter 11 filing and related reorganization, provided
such is confirmed by the Bankruptcy Court, will have a
significant positive impact on the Company's
cash flow and liquidity. It is projected that the
reorganization will reduce the Company's liabilities in
excess of $4 million, thereby returning the Company to

A full-text copy of the filing is available via the
Internet at:

XL CARE AGENCY: Files for Chapter 11 Protection
A home health agency's bankruptcy filing has raised
new questions about the firm, already under scrutiny by the
Federal Bureau of Investigation.  XL Care Agency Inc., a
Winter Park-based home health agency, filed petitions
this month seeking protection from creditors under Chapter
11 of the federal bankruptcy code.

Among its 273 listed creditors: the Florida Department of
Children & Families.   "They were billing Medicaid for some
of our clients, but we hear they weren't providing the
services," explains Stuart Doyle, spokesman for the
department's Central Florida region. "The question is
whether or not they were providing the services or
overbilling Medicaid."

It's not known if the state's concerns about Medicaid bills
- which are partly paid by federal money - are linked to a
recent seizure of company records by the FBI.  Last
December, federal agents carted boxes of company records
and documents away.

Among the other listed creditors: the Internal Revenue
Service, Medicare, the Florida Department of Revenue,
Orange County tax collector, Osceola County tax collector
and the city of Houston tax collector.
(Orlando Business-13-Feb-1998)

DLS CAPITAL PARTNERS: Bond Pricing For Week of 2/23/98

Following are indicated prices for selected issues:

Amer Rice 13 '02                           78 - 82 (f)
Amer Telecasting 0/14 1/2 '04              24 - 26
APS 11 7/8 '06                             22 - 24 (f)
Boston Chicken 7 3/4 '04               69 1/2 - 71
Bradlees 11 '02                             6 - 7 (f)
Brunos 10 1/2 '05                          23 - 24 (f)
CAI Wireless 12 1/4 '02                    25 - 27
Cityscape 12 3/4 '04                       36 - 38
Grand Union 12 '04                         53 - 54 (f)
Harrah's Jazz 14 1/4 '01                   30 - 32 (f)
Hechinger 9.45 '12                         76 - 78
Hills 12 1/2 '03                           85 - 86
Great Bay 10 7/8 '04                       85 - 86 (f)
Levitz 9 5/8 '03                           41 - 43 (f)
Liggett 11 1/2 '99                         65 - 68
Marvel 0 '98                                5 - 5 1/2
Mobilemedia 9 3/8 '07                      11 - 13 (f)
Mosler 11 '03                              83 - 85
Penn Traffic 9 5/8 '05                     45 - 47
Royal Oak 11 '06                           67 - 69
Trump Castle 11 3/4 '03                    97 - 98
Wickes 11 7/8 '03                          94 - 96


A listing of meetings, conferences and seminars appears
each Tuesday.   

Bond pricing, appearing each Friday, is supplied by DLS   
Capital Partners, Dallas, Texas.    
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.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   
Copyright 1998.  All rights reserved.  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
Information contained herein is obtained from sources
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The TCR subscription rate is $575 for six months   
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