TCR_Public/980413.MBX      T R O U B L E D   C O M P A N Y   R E P O R T E R
           Monday, April 12, 1998, Vol. 2, No. 71

BIDERMANN INDUSTRIES: Post-Emergence Financing Outlined
BOSTON CHICKEN: Election of New Directors on May 20, 1998
BUSTER BROWN: Disclosure Statement Hearing on May 8
CONDERE CORPORATION: Failing to File Monthly Reports
D&L VENTURE: Rejects 29 Store Leases

FIRST MERCHANTS: Plan Declared Effective March 31, 1998
GALI MARKETING: Israeli Court Approves Sale of Assets
GENOIL INC. Reorganization Update
GRAND UNION: Grocer Opening New Store in Upstate New York
HAGERSTOWN FIBER: Cash Collateral Agreement

HONDO OIL: Futile Drilling May Result in Loan Default
JACKSON BROOK: Outpatient Affiliate Can't Make Payroll
KINGSTON SQUARE: Courts Sets May 11, 1998 Bar Date
L.A. GEAR: May 15, 1998 Claims Bar Date
L.A. GEAR: Disclosure Statement Wins Court Approval

LENCO COMPANY: Second Amended Plan Sent for Creditor Vote
LIGGETT GROUP: Coopers & Lybrand Raises Substantial Doubts
LVL COMMUNICATIONS: Seeks Chapter 11 Protection
MANHATTAN BAGEL: Selects Lerner David as Trademark Counsel
MANHATTAN BAGEL: Pursuing $6MM Claim against Bagel Brothers

MANHATTAN BAGEL: Schulte Roth Hired as Special SEC Counsel
MASTERWEAR CORPORATION: May 1, 1998 Bar Date Established
MEDNET, MPC: Joint Plan of Reorganization Submitted
MID-AMERICAN WASTE: Objects to Republic's $17MM Claim
NAL FINANCIAL: Hiring Securitization Trust Specialist

NEW SEABURY: Seventh Cash Collateral Stipulation
ONE STOP: Cellexis Moves for Relief from Stay
PAN AMERICAN: Schedules & Statements Due May 8, 1998
PARAGON TRADE: Court Dismisses "Premature" Paragon Appeal
PARAGON TRADE: ICM Asset Management Reports 3.3% Ownership

PWS HOLDING: Extending Removal Period to November 4
PEGASUS GOLD: Proposes May 26, 1998 Bar Date
PEGASUS GOLD: February Operating Results
PEGASUS GOLD: Senator Chides Management Over Bonus Program
PEGASUS GOLD: Continues to Press for Bonus Program Approval

PEGASUS GOLD: Seeks Exclusivity Extension through July
QUADRAX CORPORATION: Extension of Time for Lease Decisions
RIVER OAKS: Committee Taps Finley Group as Financial Advisor
SEARCH FINANCIAL: Equity Committee Hires Bell as Counsel
SHERMAN PARROTT: $2.2MM of Real Estate Selling for $1.6MM

STEELTECH MANUFACTURING: Report Predicts Bankruptcy Filing
STREAMLOGIC CORPORATION: Effective Date Occurred March 31
SUN CITY: SeaSpecialties Submits Highest & Best Offer
THE SCORE: Post-Petition Financing Pact Approved


BIDERMANN INDUSTRIES: Post-Emergence Financing Outlined
The Third Amended Plan of Reorganization proposed by
Bidermann Industries USA, Inc., et al., calls for the
company to receive a $160 million credit facility from
NationsBank N.A. and Nationsbanc Montgomery Securities, with
$124.2 million to be used for plan distributions and the
balance to serve as available credit.  A letter from equity
sponsor Vestar Capital Partners to the plan facilitator
notes that the company will issue $125 million of new
subordinated notes, $13 million of which will be issued to
controlling shareholder Maurice Bidermann and other members
of Class 7A under the plan.  The apparel maker is to receive
proceeds from $112 million principal amount of notes when
the plan is consummated to fund distributions.  (Federal
Filings, Inc. 10-Apr-1998)

BOSTON CHICKEN: Election of New Directors on May 20, 1998
Boston Chicken, Inc., will hold its annual meeting of
stockholders at the Sheraton Denver West Hotel and
Conference Center, 360 Union Boulevard, Lakewood, Colorado,
on Wednesday May 20, 1998, at 10:00 a.m., Mountain Time, for
the purpose of electing seven directors:

     (1) Saad J. Nadhir, age 44, rejoined the Company as Co-
Chairman of the Board and Chief Executive Officer in October
1997. Mr. Nadhir originally joined the Company as Vice
Chairman of the Board and a director in December 1991. He
became President in October 1995 and a Co-Chairman of the
Board in December 1995 and held these offices until January
1997. Since January 1997, Mr. Nadhir has served as the
Chairman, Chief Executive Officer and President of
Progressive Food Concepts, Inc., currently a wholly-owned
subsidiary of the Company. From August 1990 until December
1991, he was Senior Vice President, International
Development of Blockbuster Entertainment Corporation
("Blockbuster"), and from August 1989 until August 1990, he
was Vice President, International Development of
Blockbuster. Prior thereto, he was General Counsel and
Director of Development of Blockbuster Midwest from April
1988 until August 1989.

     (2) Scott A. Beck, age 39, has been a director of the
Company since June 1992 and has served as Chairman or Co-
Chairman of the Board since that date. Mr. Beck became
President of the Company in January 1997. From June 1992
until October 1997, Mr. Beck served as Chief Executive
Officer of the Company. Mr. Beck has also served as Chairman
of the Board of Einstein/Noah Bagel Corp., a majority-owned
subsidiary of the Company ("ENBC"), since July 1996 and has
served as a director of ENBC since March 1995. He was Vice
Chairman of the Board of Blockbuster from September 1989
until his retirement in January 1992 and Chief Operating
Officer of Blockbuster from September 1989 to January 1991.

     (3) Mark W. Stephens, age 43, joined the Company as
Chief Financial Officer in October 1993 and, in addition,
became a Vice Chairman of the Board and a director in
December 1995. From November 1992 until October 1993, he was
Managing Director of Haas, Wheat & Partners Incorporated, a
private investment firm. From April 1989 until November
1992, Mr. Stephens was a Senior Vice President of Grauer &
Wheat Investments, Inc. Prior thereto, Mr. Stephens was
Senior Vice President of Donaldson, Lufkin & Jenrette  
Securities Corporation from 1985 until 1989 and Vice
President of Merrill Lynch Private Capital from
1984 to 1985.  

     (4) Arnold C. Greenberg, age 64, has been a director of
the Company since February 1991. He is an attorney and has
been a self-employed private investor and business
consultant since May 1988. From 1985 to May 1988, Mr.  
Greenberg was the Chairman of the Board of Directors and
Chief Executive Officer of Coleco Industries, Inc., a
Fortune 500 manufacturer of recreational products and toys.

     (5) J. Bruce Harreld, age 47, became a director of the
Company in June 1993.  From September 1993 until October
1995, he served as President of the Company.  In October
1995, Mr. Harreld became Senior Vice President-Strategy of
International Business Machines Corporation. Mr. Harreld has
been Chairman of JBH, Inc., management consultants, and an
Adjunct Professor of Management of the J.L. Kellogg School
of Management of Northwestern University since June 1993.
Mr. Harreld was the Senior Vice President, Marketing and
Information Services from 1992 to 1993 and the Senior Vice
President/Chief Information Officer from 1989 to 1992 of
Kraft General Foods, Inc. He was the Senior Vice President,
Chief Information Officer of Kraft, Inc. ("Kraft") from 1988
to 1989 and the President, Venture Division and the Senior
Vice President, Strategy and Development of Kraft from 1987
to 1988.

     (6) M Howard Jacobson, age 65, has been a director of
the Company since February 1991. Since October 1991, he has
been a Senior Advisor to Bankers Trust, Private Bank. From
August 1989 to August 1991, he was a Senior Advisor to
Prudential Bache Capital Funding. From 1987 to 1989, Mr.
Jacobson was the President of, and a consultant to, Idle
Wild Farm, Inc. Prior to 1987, Mr. Jacobson was President of
Idle Wild Foods, Inc., a Fortune 500 company. Mr. Jacobson
also serves as a director of Allmerica Financial  
Corporation, Stonyfield Farm, Inc. and Wyman-Gordon Company.

     (7) Peer Pedersen, age 73, has been a director of the
Company since January 1993. Mr. Pedersen is managing partner
of Pedersen & Houpt, P.C., a Chicago law firm, where he has
practiced law since 1957. Mr. Pedersen serves as a director
of Waste Management, Inc., Aon Corporation, Extended Stay
America, Inc. and Latin America Growth Fund.

BUSTER BROWN: Disclosure Statement Hearing on May 8
The Honorable R. Thomas Stinnett has ordered that a hearing
on the adequacy of the information contained in the Debtors'
Proposed Disclosure Statement dated March 25, 1998, filed by
Buster Brown Apparel, Inc., et al., in support of their
Joint Plan of Reorganization dated March 25, 1998, shall be
convened in Chattanooga on May 8, 1998 at 9:30 a.m.  
Objections to the adequacy of the information contained in
the Debtors' Disclosure Statement shall be filed and served
no later than May 1, 1998.  Copies of the Plan and
Disclosure Statement may be obtained by submitting a written
request to the Debtors' Balloting Agent: Ms. Kathy Gerber,
Bankruptcy Services, LLC, Telephone: 212-376-8494, Fax: 212-

CONDERE CORPORATION: Failing to File Monthly Reports
The United States Trustee asks the Mississippi Bankruptcy
Court to enter an order compelling Condere Corporation to
comply with the U.S. Trustee's operating guidelines and
reporting requirements.  Judge Ellington has directed that
an expedited hearing on the matter be held on April 14, 1998
in Jackson.

D&L VENTURE: Rejects 29 Store Leases
Massachusetts Bankruptcy Judge Queenan has entered an order
authorizing D&L Venture Corp., The Weathervane Retail Corp.,
and D&L Stores Corp., to reject 29 store leases scattered
about the Northeastern United States.  Landlords have been
directed to file any rejection damage claim by April 17,

FIRST MERCHANTS: Plan Declared Effective March 31, 1998
First Merchants Acceptance Corporation announced that its
confirmed Chapter 11 Plan became effective as of March 31,
1998.  On the effective date, the assets used in the
servicing of FMAC's subprime consumer vehicle loan
portfolios were transferred to an affiliate of Ugly Duckling
Corporation.  The terms of the confirmed plan will govern
the liquidation and administration of FMAC's remaining
assets and distributions to its creditors.

GALI MARKETING: Israeli Court Approves Sale of Assets
Tel Aviv District Court Deputy President Yishai Levit
yesterday approved the sale of the assets of the debt-ridden
footwear manufacturer Gali Marketing Group for NIS 7.3
million, including NIS 2m. for inventory.

I.H.L. Markovitz Investment Company and Boskila Elizer and
Sons, a shoe and leather manufacturer, will acquire the
Gali's assets and inventory.  Boskila also has expressed
interest in acquiring the Gali plant in Nazareth.

Attorney Ronni Metri, temporary receiver of GMG's assets,
negotiated the transaction.

Oron expressed his objection to the transaction, arguing
that the buyers' bid is low and does not even reflect the
value of GMG's stocks.  Levit said that GMG must be sold in
order to prevent its closure and the layoff of hundreds of
workers. GMG's creditor banks told the court they would
cover operating expenses while GMG is under receivership
only if it is sold immediately.  The major creditor banks
are First International Bank, Union Bank and Bank Hapoalim.

"Under these circumstances, it is necessary to approve the
sale today even though the highest bid available today is
lower than the assessor's valuation," Levit said.  GMG's
assets are estimated at about NIS 60m., while it has NIS
88m. in debts.  (Jerusalem Post 08-Apr-1998)

GENOIL INC. Reorganization Update
Genoil Inc. (OTC:GNOLF and CDN:GNOL) released an update last
week on the status of its ongoing reorganization efforts:

     Subsequent to the recent equity investment by Beau
Canada Exploration Ltd., the Court-appointed Receiver of
Genoil has now been discharged and Genoil has  sufficient
funds to satisfy trade creditors' claims.  This process
is expected  to be completed within the next 60 days.  
Genoil has also recently satisfied  its obligations to keep
its leases in good standing in Blocks 19 and 20 in the  
Republic of Cuba by providing a US $600,000 guarantee for
its obligations to  conduct exploration activities on such
properties for the current exploration  period.  

     As a result of various advances made by Beau Canada
Exploration Ltd. to Genoil, which were made in order to
ensure that Genoil's Cuban properties remained in good
standing, Genoil is presently indebted to Beau Canada in the  
amount of approximately $4.5 million.  As Genoil continues
to remain in an insolvent financial position, in order to
put Genoil in a positive working capital position and to
continue to ensure that Genoil's ongoing financial
obligations are satisfied, the Board of Directors of Genoil
has approved an approximately $4.5 million private placement
of Units (each unit consisting of one Common Share and one-
half of a Warrant exercisable at $0.40 per share) at a
price of $0.20 per share. Proceeds from such private
placement will be used to repay Genoil's indebtedness to
Beau Canada. In the event that the private placement is not
fully subscribed, Genoil has agreed to grant to Beau Canada  
the right to convert all unpaid indebtedness to Beau Canada
into Common Shares at a price of $0.20 per share.

     Genoil expects to complete the private placement and
its internal restructuring within the next 90 days,  
following which a shareholders' meeting will be held to
update and apprise all shareholders of Genoil's future
plans.  Until such time as the meeting has been held, Genoil
has been advised that its quotation on the Canadian Dealing
Network ("CDN") will be suspended.  Trading will resume
without quotation.  Quotation will be reinstated once the
meeting has been held and CDN has reviewed to its
satisfaction the reorganized structure of Genoil.

GRAND UNION: Grocer Opening New Store in Upstate New York
Watchers of The Grand Union Co., looking for a sign as to
which way the company is going to turn relative to its
upstate New York operations, will see a bit of optimism in
the fact that the grocery chain has committed to opening a
new store in Bolton Landing.  The company emerged from
Chapter 11 bankruptcy in June 1995, but still faced
financial problems.  On March 30, it announced that it
anticipates filing for Chapter 11 for a second time in June
as a way to further restructure.  Although the Wayne, N.J.-
based company has maintained that it would not close stores
Upstate, others have suggested that such a pull-back could
be a viable strategy for the financially stressed grocer.

In Bolton Landing, the new 13,000-square-foot store will
replace a 10,000-square-foot store on the same Sagamore Road
site that was destroyed by fire last July.  Brause Realty
Inc., a Manhattan real estate development and management  
company, is building the new store. Brause has owned the
property for 40 years and will lease the new store to Grand
Union, as it had leased the old facility.  Grand Union was
the only grocery store in Bolton Landing and had served the  
community for 30 years.  Following the fire, the store
operated out of a tent on the site.  The tent was folded
last fall when the weather turned cold; the town has been
without a grocery store since then.  While Brause had been
willing to rebuild the store for Grand Union to lease,
negotiations with the company moved slowly and there was
some speculation that the grocer would not reopen the store.
The town dangled the idea of some property tax abatements
and the possibility of some sort of industrial development
agency funding, but in the end none was needed.  

"The building is being built with no benefits from the
town," said David  Brause, president of Brause Realty.  He
declined to reveal the cost of the construction.  The Pike
Co. Inc., a construction company headquartered in Rochester
with offices in Colonie and Buffalo, is the contractor for
the job.

Donald Vaillancourt, spokesman for Grand Union, said the
store is set to open sometime this summer. (Albany Capital
Business Review 06-Apr-1998)

HAGERSTOWN FIBER: Cash Collateral Agreement
Hagerstown Fiber Limited Partnership asks the Honorable
Stuart M. Bernstein in the Southern District of New York for
his approval of a Stipulation permitting the Debtor's
continued use of cash collateral securing repayment of $159
million of Limited Obligation Solid Waste Disposal Facility
Recycling Revenue Bonds for day-to-day operations in
exchange for a post-petition replacement lien and the grant
of an additional superpriority lien.  The Debtor agrees to
provide the Indenture Trustee for the Bonds, The First
National Bank of Maryland, with monthly budgets and
financial reports.  The parties contemplate that this cash
collateral agreement will be replaced by a DIP Facility
being negotiated at this time.

HONDO OIL: Futile Drilling May Result in Loan Default
Hondo Oil & Gas Co., Houston, said a natural-gas well it
drilled in Columbia was unsuccessful and may trigger a loan-
default provision.  The independent energy company said the
"event of default" provision in its loan agreement with its
majority shareholder, Lonrho PLC, requires the company to
increase its reserves as of Sept. 30, by 25%, or 13 billion
cubic feet of natural gas, the following year.  Because of
the dry well, Hondo said, it is "unlikely" the criterion
will be met.  The company also said that it "does not meet"
the American Stock Exchange's guidelines for continued
listing.  (The Wall Street Journal 10-Apr-1998)

JACKSON BROOK: Outpatient Affiliate Can't Make Payroll
Smith House, the outpatient arm of Jackson Brook Institute
that wants to close six mental health clinics in central and
southern Maine, has told the state it won't be able to make
its payroll this week. Employees also received notification
Tuesday that the Smith House's health insurance provider,
Blue Cross/Blue Shield of Massachusetts, is planning to cut
its coverage on April 17.

The latest developments, along with reports that the doctors
who serve Jackson Brook and Smith House are seeking to get
out of their contract, have increased the urgency of state
officials working to keep the troubled facility afloat.  If
employees aren't paid or covered by health benefits, they
say, mass resignations could follow, leaving up to 1,300
patients without care.

"We have another crisis on our hands," said Rep. Michael
Quint, D-Portland, a member of the Legislature's Health and
Human Services Committee. "By all accounts, this operation
should be financially solvent. And it was, seven to 10 days
ago. But now, patient services are in jeopardy."  According
to Wayne Douglas, associate commissioner of the Maine
Department of Mental Health, Mental Retardation and
Substance Abuse Services, the state is preparing a plan to
guarantee Smith House employees that their paychecks will  
be good.  "We're working with them to structure an
arrangement to meet payroll," Douglas said. "We're not
looking at an outright bailout. We're looking at another way
to solve the problem."

Last week, Smith House's parent company, Community Care
Systems, and its principal owner, Frederick Thacher,
announced plans to close six outpatient mental health
clinics and counseling centers that treat more than 1,300  
patients from York to Augusta.  Community Care Systems also
owns the region's only residential psychiatric hospital,
Jackson Brook Institute, which is in bankruptcy proceedings.
Just two weeks ago, the Department of Human Services stepped
in with a $248,000 bailout plan to stabilize Jackson Brook
after it failed to meet its payroll, left retirement plans
underfunded and nearly lost its ability to purchase
medications because of it was behind on its bills.

A recently enacted state law could be used by the Department
of Mental Health and Mental Retardation to keep open the
outpatient clinics. Smith House might fare better, state
officials are convinced, if they could force the company to
sever its ties to Community Care Systems.  "Smith House is a
separate corporate entity, and from what we can tell, it  
is in much better financial health than Jackson Brook," said
Douglas.   But Douglas said no one should expect the state
to go to court immediately  to pursue such a takeover plan.  
"We're considering all the options," he said. "The remedy we
have available to us is receivership . . . to stabilize the
facility, make payroll and return it to its owners.  But at
this point, it's a backup option."  (Portland Press Herald

KINGSTON SQUARE: Courts Sets May 11, 1998 Bar Date
On April 3, 1998, the United States Bankruptcy Court for the
Southern District of New York, the Honorable Tina L. Brozman
presiding, entered an order directing that all proofs of
claim against:

       Debtor                       Case No.   Petition Date
       ------                       --------   -------------
   Kingston Square Associates       96 B 44962     09/16/96
   Montego Associates               96 B 44963     09/16/96
   Kings Court Associates           96 B 44964     09/16/96
   Leland Company, L.P.             96 B 45385     10/08/96
   2440 Olinville Properties Corp.  96 B 45386     10/08/96
   Pierson Properties               96 B 45387     10/08/96
   Sillman Properties Corp.         96 B 45388     10/08/96
   Kingsbridge Company, L.P.        96 B 45389     10/08/96
   Brandywine Associates            96 B 45482     10/11/96
   Highland Montgomery, L.P.        96 B 46126     11/12/96
   Lynnewood Associates             96 B 46340     11/26/96
   Livingston Terrace, L.P.         97 B 41386     03/03/97

shall be filed by May 11, 1998 with the Bankruptcy Clerk,
with a copy to Debtors' Counsel: Albert Togut, Esq. and
Scott E. Ratner, Esq., Togut, Togut & Segal, (212) 594-5000.

L.A. GEAR: May 15, 1998 Claims Bar Date
The United States Bankruptcy Court for the Central District
of California has fixed May 15, 1998 as the deadline for
creditors to file proofs of claim against L.A. Gear, Inc.  
The court-approved Notice of the Bar Date indicates that
beneficial holders of the Debtor's 7.75% Convertible
Subordinated Debentures due 2002 should file individual
proofs of claim, but that those individual proofs of claim
will be expunged if the Indenture Trustee files a proof of
claim for all holders of the Debentures.  Additionally, the
Notice directs holders of L.A. Gear's common stock are
directed not to file proofs of interest because shareholder
interests are slated for elimination under L.A. Gear's Plan.

L.A. GEAR: Disclosure Statement Wins Court Approval
The court has approved L.A. Gear's disclosure statement and      
set a June 15 confirmation hearing, however, the creditors'
committee has not decided whether to back the athletic
shoemaker's reorganization plan.  Although the panel pursued
talks with American Sporting Goods Corp. and assisted with
due diligence for a possible licensing deal with L.A. Gear,
the negotiations did not yield an acceptable offer. (Federal
Filings, Inc. 10-Apr-1998)

LENCO COMPANY: Second Amended Plan Sent for Creditor Vote
The Lenco Company has obtained the Delaware Bankruptcy
Court's approval of its Second Amended Disclosure Statement
filed in support of its Second Amended Plan of
Reorganization dated April 1, 1998.  

The Debtor's Plan proposes to distribute $13.3 million
realized from the sale of the company's assets to creditors
under the following scheme:

Class  Description
-----  -----------

  1    Administrative Claims       $407,246  100% in Cash  
                                             on the
                                             Effective Date

  2    Priority Claims                   $0  100% in Cash  
                                             on the
                                             Effective Date

  3    FINOVA Secured Claims    $11,400,000  (a) $9,560,949
                                                 at Closing
                                             (b) $1,600,000
                                                 New Notes;

  4    Marlborough & HHI         $6,000,000  $1,600,000 in
       Secured Claims                        New Notes

  5    General Unsecured Claims     Unknown  Pro rata share
                                             of any

  6    Equity Interests                ---   Canceled

The Court has fixed May 4, 1998 as the Voting Deadline and
has scheduled a confirmation hearing for May 6, 1998 in
Wilmington before Judge Walsh.

LIGGETT GROUP: Coopers & Lybrand Raises Substantial Doubts
Coopers & Lybrand LLP has raised substantial doubts for the
second consecutive year about the ability of Brooke Group
Ltd.'s Liggett Group, Inc., unit to continue as a going
concern.  The outside auditor for the tobacco company noted
its reservations in a Securities and Exchange Commission
filing.  The auditor said it was concerned by the cigarette
manufacturer's $14.2 million loss for 1997, and questioned
whether the company would be able to make debt payments on
$144.9 million of senior secured notes that come due
February 1, 1999.

Coopers also noted pending litigation involving the tobacco
industry.  Liggett last year incurred $16.5 million in
settlement charges related to claims from 41 states for
money that will be paid into a fund to compensate Medicaid
costs to treat smokers.

Liggett is scrambling to restructure debts to allay concerns
about its solvency.  The company recently deferred a $37.5
million balloon payment on some of its senior secured notes
to February 1, 1999.  Liggett's parent, Brooke Group, which
is based in Miami, has already struck agreements to defer
interest payments on 42% of its total $233 million in senior
debt, which comes due in 2001.  (The Wall Street Journal 10-

LVL COMMUNICATIONS: Seeks Chapter 11 Protection
LVL Communications Inc., at one time was one of the largest
ad agencies in Silicon Valley, has filed Chapter 11
proceedings.  The Palo Alto-based firm filed to reorganize
under the U.S. Bankruptcy Code on March 25, protecting
itself from creditors while it sorts out its finances.
In its filing, LVL said it owes $1 million to $10 million
and owns less than $1 million in assets.  Agency chief
executive Cal Lai did not return phone calls, and the firm's  
bankruptcy attorney could not be reached.  

The filing is the latest chapter in the up-and-down tale of
LVL.  Co-founded in 1986 by Mr. Lai and Stephen Venuti, the
agency quickly became one of the valley's largest ad firms,
specializing in servicing area tech clients.  In 1995, the
last year the agency participated in The Business Journal's  
survey of the area's ad industry, LVL reported having a
staff of more than 70 and sales of more than $17 million.  
That made it the second-largest ad firm in the valley,
behind CKS Group Inc. of Cupertino.

LVL started in Santa Clara, then moved to downtown Palo Alto
to start an experimental retail store and marketing
laboratory called I-Storm Cafe. The new venture-located on
the bottom floor of a three-story building that LVL built at
Cowper and University avenues-was to open in early 1997. The
cafe was to feature the technology wares of LVL clients in a
trendy coffee-house setting, complete with gourmet coffee
and beer alongside keyboards and viewing screens.  

But in late 1996, Fujitsu PC Corp. in Milpitas chose not to
renew its contract with LVL. Fujitsu, a maker of laptop PCs,
was to be one of the main tech firms featured in the cafe.  
Ironically, LVL lost Fujitsu after the agency had resigned
its high-profile account with Acer America Corp. of San Jose
to take on working with Fujitsu.  Loss of the two large
accounts marked the beginning of the agency's  
financial woes, resulting in layoffs and abandonment of the
cafe concept.

In late 1997, LVL president Ed Dilworth left to form his own
agency in San Francisco. Executive vice president Steve
Souza also resigned recently.  Some sources say that fewer
than 20 people now work at LVL, which has closed a 2-year-
old Santa Monica office and laid off five workers there.

However, the Web site for the agency's interactive division
is still running at listing 13  
employees as handling various projects in that division.  In
a recent article in trade publication Adweek, which appeared
before LVL filed Chapter 11, the agency was said to be
restructuring in an attempt to go public.  But no IPO filing
document was found to be registered with the Securities  
and Exchange Commission.  (San Jose Business Journal 06-Apr-

MANHATTAN BAGEL: Selects Lerner David as Trademark Counsel
Manhattan Bagel Company, Inc., and I. & J. Bagel, Inc., ask
the New Jersey Bankruptcy Court for authority to retain,
employ and compensate the Westfield, New Jersey law firm of
Lerner, David, Littenberg, Krumholz & Mentlik as their
national trademark counsel to protect the company's trade
name, logo design and trade dress rights and take other
action necessary to protect the Debtors' intellectual

Lerner David discloses that, for pre-petition intellectual
property work, it is owed $9,229 by the Debtors.  Lerner
David agrees not to actively participate as a creditor in
the Debtors' cases except for the filing of a proof of claim
to preserve its claim.   Lerner David will bill the Debtors
on an hourly rate basis at rates of $160 to $420 per hour.

MANHATTAN BAGEL: Pursuing $6MM Claim against Bagel Brothers
Manhattan Bagel Company, Inc., and I. & J. Bagel, Inc., in
connection with the filing of a Motion asking for
clarification of the scope of their employment of Gibbons,
Del Deo, Dolan, Griffinger & Vecchione as special counsel,
tell the New Jersey Bankruptcy Court that they intend to
pursue their $6 million claim against the Bagel Brothers
entities which have sought chapter 11 protection in Buffalo,
New York.

MANHATTAN BAGEL: Schulte Roth Hired as Special SEC Counsel
Manhattan Bagel Company, Inc., and I. & J. Bagel, Inc.,
subject to Court approval, have retained the New York-based
law firm of Schulte Roth & Zabel as its Special SEC Counsel
in connection with (a) responding to the formal on-going
investigation undertaken by the SEC's Enforcement Division,
(b) continued representation of the Debtors' officers and
directors and (c) continued representation in handful of
pre-petition class action suits by shareholders.  

Schulte Roth discloses that it holds a $35,000 pre-petition
claim against the Debtors, but it will not actively
participate as a creditor except for filing a proof of
claim.  Schulte Roth agrees to perform work for the Debtors
at its customary hourly rates, ranging from $145 to $520 per

MASTERWEAR CORPORATION: May 1, 1998 Bar Date Established
The United States Bankruptcy Court for the Southern District
of New York, the Honorable Stuart M. Bernstein presiding,
has entered an order directing that all proofs of claim

      Debtor Entity                        Case No.
      -------------                        --------
     Masterwear Corporation              97 B 47083 (SMB)
     Master Trouser Corporation          97 B 47084 (SMB)
     Master Slack Corporation            97 B 47085 (SMB)
     Master Casual Wear Corporation      97 B 47086 (SMB)
     Master Apparel Corporation          97 B 47087 (SMB)
     Lexington Apparel Corporation       97 B 47088 (SMB)

shall be filed with the Clerk of the Court by May 1, 1998.  
Questions concerning the Debtors' Schedules should be
directed to Nicholas F. Kajon, Esq., Salomon Green & Ostrow,
P.C., (212) 319-8500.

MEDNET, MPC: Joint Plan of Reorganization Submitted
Mednet, MPC Corporation; Medi-Mail, Inc.; Medi-Claim, Inc.,
and Medi-Phar, Inc., whose chapter 11 cases pend before the
United States Bankruptcy Court for the District of Nevada,
have submitted their Joint Plan of Reorganization dated
April 7, 1998.  The Plan is premised on an acquisition of
100% of the Debtors' Capital Stock by Bergin Brunswig Drug
Company on the Effective Date for an undisclosed purchase
price, resulting in the following estimated treatment of
creditors' claims:

Class Description                 Claim Pool       Recovery
----- -----------                 ----------       --------
  1   Priority Claims                $16,000        $16,000

  2   Foothill Secured Claims     $1,045,000     $1,045,000

  3   Other Secured Claims                $0             $0

  4   Bergen/Mednet Claims     }             }   Pro rata
                               }  $7,800,000 }   percentage
  5   Bergen/Medi-Mail Claims  }             }   from
                                             }   Liquidating
                                             }   Trust
  6   General Unsecured Claims    $4,200,000 }
      against Mednet                         }
  7   General Unsecured Claims               }
      against Medi-Mail             $900,000 }
  8   General Unsecured Claims               }
      against Medi-Claim         $13,200,000 }
  9   General Unsecured Claims               }
      against Medi-Phar           $1,000,000 }

10   Subordinated Claims   }
      against Mednet        }
11   Subordinated Claims   }     $3,500,000             $0
      against Medi-Mail     }
12   Subordinated Claims   }
      against Media-Claim   }

13   Preferred Stock                $73,750             $0

14   Common Stock               $38,200,000             $0

MID-AMERICAN WASTE: Objects to Republic's $17MM Claim
Republic Industries, Inc., filed a proof of claim with the
Delaware Bankruptcy Court seeking to recover $17,028,379
from the chapter 11 estates of Mid-American Waste Systems,
Inc., et al.  Republic bases its claims on Mid-American's
breach or termination of agreements related to Republic's
$52 million pre-petition purchase of Mid-American's
northeast Atlanta market collection operations and a
landfill in 1996.  

Mid-American says that Republic's proof of claim is
documentarily defective and is so lacking in specificity as
to be defective on its face.  Accordingly, Mid-American asks
Judge Walsh to disallow Republic's claim in its entirety at
a hearing scheduled for May 27, 1998.

NAL FINANCIAL: Hiring Securitization Trust Specialist
NAL Financial Group, Inc., and its debtor-affiliates asks
the Florida Bankruptcy Court for permission to hire Mr. Mike
Lau as a securitization trust reporting specialist to
compile the data and prepare the certificates required by
the Sale & Servicing Agreements to which the Debtors are
parties.  The Debtors propose to pay Mr. Lau $100 per hour
for approximately 100 hours per month, assisted by two
temporary accountants to be compensated at a rate of $25 per
hour for approximately 50 hour per week.

NEW SEABURY: Seventh Cash Collateral Stipulation
New Seabury Company Limited Partnership asks the
Massachusetts Bankruptcy Court to approve a Seventh
Stipulation for continued use of Textron Financial
Corporation's pre-petition cash collateral, securing
approximately $8.4 million of pre-petition borrowings,
through May 15, 1998.

New Seabury is a limited partnership which owns and operates
a 2,000 acre planned resort community on Nantucket Sound in
Mashpee, Massachusetts.

ONE STOP: Cellexis Moves for Relief from Stay
Cellexis, Inc., moves the Delaware Bankruptcy Court for
relief from the automatic stay to continue a pre-petition
arbitration proceeding before the American Arbitration
Association with One Stop Wireless of America, Inc., et al.  
Cellexis submits that continued arbitration is the most
efficient means to liquidate Cellexis' claims against the
Debtors' estates.

Cellexis asserts that One Stop breached eight consulting
agreements by not paying required fees.  These breaches,
Cellexis continues, constitute cross-defaults under eight
cellular telephone-related license agreements.  

Judge Walsh will consider Cellexis' Motion at a hearing
scheduled for April 22, 1998 in Wilmington.

PAN AMERICAN: Schedules & Statements Due May 8, 1998
Arguing that they need more time to gather together the data
necessary to compile their Schedules of Assets and
Liabilities and Statements of Financial Affairs, Pan
American Airway Corp. and Pan American World Airways, Inc.,
have obtained an ex parte order from Judge Cristol extending
the deadline for filing Schedules and Statements through May
8, 1998.

PARAGON TRADE: Court Dismisses "Premature" Paragon Appeal
A federal appeals court dismissed Paragon's appeal of the
patent infringement judgment in favor of Procter & Gamble
Co.  The U.S. Court of Appeals for the Third Circuit granted
P&G's motion to dismiss, concluding that Paragon's appeal
was premature because the Delaware District Court's judgment
was not final for appeals purposes.  P&G has argued that the
district court must resolve P&G's bid for a permanent
injunction preventing Paragon from manufacturing the
infringing diapers before the judgment is considered final
and Paragon can appeal.  (Federal Filings, Inc. 10-Apr-1998)

PARAGON TRADE: ICM Asset Management Reports 3.3% Ownership
In a Fourth Amendment to Schedule 13-G filed by ICM Asset
Management, Inc., ICM discloses that it beneficially owns
392,750 shares of Paragon Trade Brands, Inc. common stock,
representing 3.3% of all outstanding shares.

PWS HOLDING: Extending Removal Period to November 4
PWS Holding Corporation, Bruno's, Inc., and their debtor
affiliates, ask Judge Robinson to extend through November 4,
1998, their time within which to request removal of state or
Federal litigation to the Delaware Bankruptcy Court pursuant
to Rule 9027 of the Federal Rules of Bankruptcy Procedure.

PEGASUS GOLD: Proposes May 26, 1998 Bar Date
Pegasus Gold Corporation and its debtor-affiliates ask the
Nevada Bankruptcy Court to fix May 26, 1998 as the deadline
for parties-in-interest to file proofs of claim and
interest.  To ensure that unknown public stockholders are
notified of the bar date, the Debtors ask the Court for
permission to publish notice of the bar date in the national
edition of the Wall Street Journal and The Toronto Globe &

PEGASUS GOLD: February Operating Results
For period from January 16, 1998 through February 28, 1998,
Pegasus Gold, Inc. and its subsidiaries (including certain
non-debtor entities), reports a $3.3 million net loss on
sales of $14.9 million in its first monthly operating report
filed with the Nevada Bankruptcy Court.  

PEGASUS GOLD: Senator Chides Management Over Bonus Program
The Honorable Conrad Burns, United States Senator for the
State of Montana, delivered s chiding letter to Pegasus Gold
Corporation relative to its proposed employee retention and
bonus program:

                     UNITED STATES SENATE
                   Washington, DC 20510-2603
                        (202) 224-2644

                        March 27, 1998

Mr. Werner Nennecker, President and CEO
Pegasus Gold Corporation
West 601 First, Suite 1500
Spokane, WA 99201

Dear Mr. Nennecker:

     I am greatly concerned with an article I read in the
Billings Gazette this morning.  According to tile article,
you plan to pay large bonuses to a number of your company's
executives.  What is alarming Is the manner in which this is
being done at the expense of die state of Montana, and the
gold industry for that matter.

     The current price of gold on the world market, the
state of the mining industry in general make this decision
particularly appalling.  I can relate only to the areas of
Montana that you have placed in limbo with your announcement
to seek Chapter 11 bankruptcy status, but your operations in
other states are probably just as concerned.

     The areas in Montana where your operations have been
located have been damaged by the loss of tax revenue and the
high paying jobs that mining provides.  These communities
have developed plans that depend on your involvement in
their area and the state.  They are now forced to readjust
their priorities due to your bankruptcy status.  Many
communities do not have the luxury of calling on other
industries to cover the loss in revenue which accompanied
your filing under bankruptcy protection.

     The state and people of Montana deserve better than not
to have taxes and reclamation expenses paid prior to
committing to bonus payments to your top executives.  This
action lends much credence to the arguments that many people
make about the mining industry.  I am aware that mining
cannot be accomplished without scarring the ground, but the
plan proposed by your company leaves scars deep within the
memories of many that would do anything to close mining in
the state.  In a state like Montana, rich in natural
resources, this is inexcusable.

     It is my hope that you will rethink your current plan,
and use the funds, listed at $5 million, to pay what the
company owes in taxes, payments to suppliers and for
reclamation work in the state of Montana.  This would be the
reasonable and obvious position for Pegasus Gold and for the
future of the gold mining industry.

                                Conrad Burns
                                United States Senator

PEGASUS GOLD: Continues to Press for Bonus Program Approval
As previously reported, Pegasus Gold Corporation, et al.,
seeks authority to adopt and implement a Severance and
Retention Plan with a $3 million price tag (TCR 30-Mar-
1998).  Jefferson County and other creditors complain that
the program has no verifiable and meaningful performance
standards and goals, the price tag is $5.5 million, and that
the money would be better spent on a turnaround professional
(TCR 10-Apr-1998).

In an affidavit submitted by President and CEO Werner G.
Nennecker, the Debtor says that creditors misunderstand.  
Rather than making current cash payments to employees, the
program contemplates future payments.  "I expect that [the]
Debtors will be able to pay, at the conclusion of these
cases, a substantial cash dividend to trade creditors," Mr.
Nennecker says, adding that "[t]he Debtors have stated that
it is our goal, which we believe is achievable if all
constituencies cooperate and act reasonably, to propose a
plan of reorganization by July 31, 1998 and to conclude
these cases by year end.  To reach this goal, we need
continuity of management."

PEGASUS GOLD: Seeks Exclusivity Extension through July
Pegasus Gold Corporation, et al., asks the Nevada Bankruptcy
Court to extend their exclusive period during which to file
a plan of reorganization through July 31, 1998 and their
exclusive period during which to solicit acceptances of such
plan through September 30, 1998.  

The Debtors tell the Court that they have cut costs, put the
Pullalli Project up for sale to raise cash, adopted a
business plan to rehabilitate the Company, and have reviewed
their Business Plan with their Secured Lenders and the
Committee's advisors.  

The Nevada Bankruptcy Court has scheduled a hearing for May
13 on the Debtor's Motion.

QUADRAX CORPORATION: Extension of Time for Lease Decisions
Quadrax Corporation asks the Rhode Island Bankruptcy Court
for an extension of time, pursuant to 11 U.S.C. Sec.
365(d)(4), of the time within which it must decide whether
to assume or reject leases of non-residential real property
through the date which is 120 days following entry of an
order granting this request.  

RIVER OAKS: Committee Taps Finley Group as Financial Advisor
The Interim Official Committee of Creditors Holding
Unsecured Claims appointed in the chapter 11 cases involving
River Oaks Furniture, Inc., and its debtor affiliates, tells
the Court that, at a meeting held on March 24, 199[8], it
selected The Finley Group, Inc., as its financial advisor.  

The Finley engagement will be led by Woolard Harris.  Mr.
Harris, saying that Finley is not otherwise disinterested,
discloses that Finley was interviewed by River Oaks for the
position of financial consultant to the Debtors on March 10
and 11, 1998.

SEARCH FINANCIAL: Equity Committee Hires Bell as Counsel
The Official Equity Committee appointed in the chapter 11
cases commenced by Search Financial Services Acceptance
Corporation, et al., seeks to retain the Dallas law firm of
Bell, Nunnally & Martin PLLC as its legal counsel.  Bell
discloses its previous involvement with the Automobile
Credit Fund subsidiary cases in which Search participated as
a plan participant.  Bell agrees to render services to the
Committee at hourly billing rates ranging from $40 to $250
per hour.  

SHERMAN PARROTT: $2.2MM of Real Estate Selling for $1.6MM
The president of Queensbury Motors Inc., a Glens Falls car
dealership sent to bankruptcy liquidation auction March 20,
has filed for personal bankruptcy.  SHERMAN PARROTT filed a
personal Chapter 11 reorganization petition March 20 in  
U.S. Bankruptcy Court in Albany, listing assets of $2.2
million and liabilities of $1.6 million.  Parrott's major
asset is the real estate on which the dealership was  
located.  While it is valued at $2.2 million on Parrott's
bankruptcy petition, the land fetched a bid of only $1.2
million at auction.  The property also is encumbered by a
$1.2 million mortgage held by Evergreen Bank NA of
Glens Falls.  A deal to sell the land is in negotiation.

Although much of the debt of the dealership was settled
through agreements among creditors as part of the court-
ordered Chapter 7 liquidation, Parrott had signed personal,
unconditional guarantees to General Motors Acceptance Corp.,  
the Detroit-based financing arm of General Motors Corp., for
money advanced to  the business.  A debt of $335,782 to GMAC
is listed on Parrott's personal bankruptcy petition. (Albany
Capital Business Review 06-Apr-1998)

STEELTECH MANUFACTURING: Report Predicts Bankruptcy Filing
Plagued by chronic financial problems and so far unable to
generate new business, Steeltech Manufacturing Inc., a
minority-owned  company viewed as a linchpin of central city
economic development, appears headed for a bankruptcy
filing.  Steeltech executives say their metal fabricating
and painting firm,  which faces the expiration within three
months for contracts that represent 80% of its sales, is
exploring prospects for new business.

But the company has yet to land new deals. Nor has
Steeltech, which owes creditors more than $30 million, been
able to restructure its debt.  "We have been negotiating
with the creditors, and at this point we do not have an
agreement with them," said Rusty Long, an attorney
representing Steeltech.  "We are not planning to file, but
if somebody were to force us into bankruptcy, that would be
different," Long said.  

One creditor, Super Steel Products, has retained Milwaukee
bankruptcy attorney David A. Erne to find a buyer for
Steeltech's equipment and facilities at 2700 W. North Ave.
Super Steel is trying to recover $2 million from Steeltech
for equipment it leased to the company.  Erne is talking
with several companies about buying Steeltech's facilities  
and equipment and continuing to provide jobs in the central
city.  Steeltech employs 230 people.  But Erne said he might
have serious trouble finding a buyer because the assets are
very specialized.  "We'd like to find a buyer as soon as we
can, but we're not certain if we can do that," Erne said.
"Ideally, a buyer would be in place  by the time the Oshkosh
contract (a $68 million deal with Oshkosh Truck Corp.)
expires by the end of June."

Long said Steeltech was not involved in discussions about
selling company assets.  Both Erne and Long said it was
unlikely Steeltech could reorganize under Chapter 11 because
the company won't have enough business after the Oshkosh
deal and another major contract end in June.  The two
contracts  the second involves painting truck frames for
Tower Automotive Corp. represent 80% of Steeltech's
business.  "If they don't have new customers, they won't be
able to reorganize under Chapter 11 because that requires
that a feasible plan for remaining in business be presented
to the court," Erne said.  "Super Steel would like for a
prospective buyer to be identified," he said.  "Then at some
point it is likely that there would be a Chapter 7, if they
can't do a plan and reorganize."   Long conceded that a
Chapter 7 bankruptcy, which would require Steeltech
to liquidate its assets, may soon be the only option. "If
its assets were sold and the proceeds of the sale were
insufficient to pay creditors in full, it is likely that
there would be a Chapter 7 bankruptcy," Long said.

Erne said Steeltech's debt was so large that he doubted a
buyer or new investor would assume it.  But if the company
were liquidated, he said, secured creditors would receive
payments from the sale of Steeltech's assets and the buyer
could continue the business.

Steeltech president Chuck Wallace said last week that he is
trying to negotiate a payment plan with creditors and is
actively pursuing new contracts.  Some creditors have said
they see no evidence of new contracts.  Hugh Nelson, vice
president of marketing, said the company is talking with  
Tower Automotive about a new contract to prime automotive  
frames the company manufactures for Chrysler Corp.  "I am
cautiously optimistic that we will be receiving new
contracts from major corporations," said Nelson, a former
M&M Mars Inc. executive hired in January to bolster
Steeltech's marketing efforts.  "We also feel very confident
that we will get a contract relating to  the Miller Park
stadium.  How big it will be, I don't know."

The company owes the state $2.6 million on two loans.
Repayment has been deferred indefinitely, and the company
hasn't made a payment since July.  Additionally, Steeltech
has missed 15 monthly payments on $6.8 million in industrial
revenue bond financing from the city.  The company is
$576,534 in arrears on a separate $1.4 million city loan of  
federal Urban Development Grant Funds.  And Steeltech missed
the first of five payments on $1 million in financing  
from the quasi-public Milwaukee Economic Development Corp.  
Steeltech also owes money to other secured creditors,
according to state documents.

Alderman Fred Gordon, whose district includes the long-
troubled company, said reports of Steeltech's problems have
mounted.  "I've gotten it from the Department of City
Development; I've gotten it from people who live in the
community," Gordon said. "Everybody knows that Steeltech is
like a dead man walking."   A Steeltech failure would
seriously damage not only the surrounding community but also
hopes for similar job-creating efforts in the  central city,
Gordon said.  "If it does not succeed," he said, everything
that was put into it to make it succeed would be lost, and
these are the kinds of death blows that communities never
recover from."  State and city staffers involved with
Steeltech said their first priority was to save jobs.  
(Milwaukee Sentinel & Journal 09-Apr-1998)

STREAMLOGIC CORPORATION: Effective Date Occurred March 31
Streamlogic Corporation (formerly known as Micropolis
Corporation) advised the United States Bankruptcy Court for
the Northern District of California in San Francisco that
its First Amended Plan of Reorganization (Dated January 15,
1998), as modified, confirmed by the Bankruptcy Court on
March 3, 1998, became effective on March 31, 1998.  
Distributions under the Plan will be handled by Susan L.
Uecker of Uecker & Associates (415/362-3440).

SUN CITY: SeaSpecialties Submits Highest & Best Offer
The Honorable Raymond B. Ray, presiding over the chapter 11
cases commenced by Sun City Industries, Inc., and its eight
affiliated debtors, following a hotly contested hearing last
week before the Fort Lauderdale Bankruptcy Court, found that
the offer submitted by SeaSpecialties, Inc., for the
purchase of substantially all of the Debtors' assets was
higher and better than the merger transaction with Morris &
Associates proposed by the Debtors.

SeaSpecialties agreed to purchase all of the Debtors'
Saleable inventory for $79,346; all of the Debtors'
intellectual property; assume certain executory contracts;
all of the Debtors' owned Machinery and Equipment for
$6,500; assume the Debtors' obligations under a 1997
Settlement Agreement with the Saterbos Family; and forgive
$375,547 of debt.  

THE SCORE: Post-Petition Financing Pact Approved
The Honorable Gloria M. Burns of the United States
Bankruptcy Court for the District of New Jersey has entered
an order granting interim approval through April 20, 1998 of
a post-petition financing facility with Congress Financial
Corporation to provide continued working capital to The
Score Board, Inc., and The Score Board Holding Corporation.  

At the Petition Date, the Debtors owed Congress $3,837,313,
all of which was secured by valid and perfected liens on the
Debtors' assets.  The Debtors need on-going working capital
financing.  Congress agrees to continue extending fresh
credit to the extent the credit line is paid down from week-
to-week.  Congress receives replacement liens and additional
superpriority liens as consideration for extending new
credit.  Congress has consented to a $25,000 carve-out for
the fees of professionals retained in the Debtors' cases.

Judge Burns will hold a Second Interim Hearing on this
matter on April 20, 1998 in Camden.


The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to are encouraged.  

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
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Information contained herein is obtained from sources
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