TCR_Public/980828.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, August 28, 1998, Vol. 2, No. 169

AHERF: Hearing Set for Sale
ASPEN MOUNTAIN AIR: Seeking Bankruptcy Protection
BONNEVILLE PACIFIC: Court Confirms Trustee's Amended Plan
BRADLEES INC: New Credit Card Deal Has Nod
BRADLEES: Operating Results for Second Quarter

CAI WIRELESS: $60 Million Financing From Merrill Lynch
CANMINE RESOURCES: Plan of Arrangement Agreement
CENDANT CORP: Directors To Hear Findings of Investigation
ERGOBILT INC: Board Chairman Reports Stock Ownership
ERGOBILT INC: Resignation of Certifying Accountant

FPA MEDICAL: Agreement Covering Former Patients Extended
FOXMEYER: Trustee Sues SAP, Deloitte & Touche
GATEWAY DATA SCIENCES: Company Files Consent to Trustee

IN-FLIGHT PHONE: Trustee Seeks to Convert, Dismiss Case
KIA MOTORS: Unionists Will Oppose Hyundai
LONG TERM CREDIT: Needs Public Funds To Avoid Bankruptcy
SA TELECOMMUNICATIONS: Monthly Operating Report

TOY BIZ: To Buy Pinnacle's Card Ops For Up To $14.5M
UNISON HEALTHCARE: Committee Objects to Gordian Group
WIRELESS ONE: Completes Solicitation of Consents
YARDLEY GROUP: Placed by KPMG In Receivership


AHERF: Hearing Set for Sale
In the case of Allegheny Health, Education and Research
Foundation, and its affiliated debtors, the court has
established certain bidding procedures to be utilized in
connection with the motion of the debtors for a final order
approving the Asset Purchase Agreement with V-II
Acquisition Col., Inc. and Vanguard Health Systems, Inc.

The assets to be sold consist of eight hospital businesses
and affiliated physician practices.  In addition, certain
assets owned by Diversified Health Group, a non-debtor
affiliate of the debtors, are to be sold.  The base
purchase price is $460 million.  There is also a
calculation for an annual contingent purchase price to be
paid for a period of ten years after the closing, not to
exceed an aggregate of $80 million.

The auction is to be held on September 29, 1998.

The initial overbid for all of the assets shall be at least
$7.5 million in excess of the purchase price.  Any bid
thereafter shall be at least $1 million in excess of the
prior bid.  The parties have agreed to a break-up fee of $3

ASPEN MOUNTAIN AIR: Seeking Bankruptcy Protection
Aspen Mountain Air, which provides scheduled airline
service to 22 U.S. and Mexican cities, including Knoxville,
announced Monday it is seeking bankruptcy protection.

Aspen was granted an order by a federal bankruptcy court in
Dallas approving interim financing, enabling the carrier to
continue operation.

Ron Stone, chairman and chief executive officer of Aspen
Mountain Air, cited capital shortfalls associated with its
1996 purchase of Lonestar Airlines and delayed expansion
plans for the action.

He said the airline will not be pulling out of any routes,
including Knoxville, where it offers a daily, nonstop
flight between Knoxville and Dallas. (Knoxville News
Sentinel; 08/11/98)

BONNEVILLE PACIFIC: Court Confirms Trustee's Amended Plan
Roger G. Segal, as the Chapter 11 Bankruptcy Trustee for
Bonneville Pacific Corporation (BPCO), announced
today  that the United States Bankruptcy Court for the
District of Utah confirmed the Trustee's Amended Chapter 11
Plan for  the Estate of Bonneville Pacific Corporation
Dated April 22, 1998.   

For purposes of the Plan, the Bankruptcy Court estimated
that the value of the common stock to be issued to
creditors pursuant to the Plan is approximately  $2.36 per
share before the intended one-for-four reverse stock split.  
The Trustee currently estimates that the effective date for
the Plan will be approximately November 2, 1998.  If the
Plan becomes effective, then Bonneville Pacific Corporation
will emerge from its Chapter 11 bankruptcy as a solvent,  
financially rehabilitated company and the Trustee will turn
over control of the  reorganized Bonneville Pacific
Corporation to the company's seven (7) person  board of
directors designated by the Trustee. (PR Newswire: Wall

BRADLEES INC: New Credit Card Deal Has Nod
The court has given Bradlees approval to sell its private-
label credit card portfolio to Citicorp Retail
Services, which has been running Bradlees card program
since 1986.  Under the new agreement, however, Citicorp
would own the credit card receivables, extending credit
directly to customers and disbursing the proceeds to
Bradlees.  Under the old arrangement, the retailer extended
the credit to its customers and sold the receivables to
CRS.  "In addition to extending the terms of the Bradlees
credit card program, the Agreement provides Bradlees
several economic advantages over the expiring Purchase and
Service Agreement." (Federal Filings Inc. 27-Aug-98)

BRADLEES: Operating Results for Second Quarter
Bradlees, Inc. today reported markedly improved operating
results for the second quarter (13 weeks) ended August 1,
1998, and a significant reduction in its net loss, compared  
with the second quarter (13 weeks) ended August 2, 1997.
The quarterly improvements were mostly driven by a 7.4%
increase in comparable store sales and continued expense
controls. Year-to-date, six-month comparable store sales  
were up 8.6% over last year.

The net loss for the second quarter was $2.7 million, down
from a $16.9 million net loss for the same period last
year. The net loss for the six-month period was $27.4
million compared favorably with the net loss of $48.9
million in the first six months of 1997. The net loss per
share for the quarter was $0.24 versus a $1.48 net loss per
share for the same period last year. The six-month  
net loss per share was $2.42, compared with a net loss per
share of $4.29 for the same period in 1997.

Despite operating six fewer stores, total sales for the
quarter were $322.8 million, an $11.3 million increase over
last year, while six-month total sales were $616.1 million,
up $27.8 million over 1997. The second quarter loss before
interest expense and reorganization items was $0.7 million,
a $10.1 million improvement over last year's second
quarter. Earnings before interest, taxes, depreciation, and
amortization (EBITDA) in the second quarter was $9.2
million, an improvement of $10.8 million over last year's
second quarter EBITDA loss of $1.6 million. The year-to-
date EBITDA loss was $1.2 million compared to a
$17.8  million EBITDA loss for the same period in 1997.

Peter Thorner, Chairman and CEO stated, "Our customer
traffic counts increased 12.7% in July, the ninth
consecutive monthly gain. We are continuing the  
momentum begun last year with strong sales in both
softlines and hardlines. Our focus continues to be on
maintaining the value quotient of our three core  
assortments: basic and casual apparel; basic and fashion
items for the home; and edited assortments of commodity and
convenience products. At the same time we continue to
emphasize consistent margin improvements and expense
controls. With these positive operating results, we are
poised to emerge from Chapter 11 by the end of our fiscal

Bradlees has 103 stores in seven states along the Northeast
corridor.  It reports total annual sales of $1.4 billion.

CAI WIRELESS: $60 Million Financing From Merrill Lynch
A Delaware bankruptcy judge approved CAI Wireless' $60mln
financing from Merrill Lynch Global Allocation Fund to
continue providing wireless cable service to 50K+ HHs in
the NE, but set aside shareholder complaints until his
approval decision next month on CAI's reorganization plan.  
The judge also approved the sale of Philly MDU properties
to One Point Inc, which also filed for Chapter 11, for
$6mln.(Cablefax Daily-08/26/98: Phillips Publishing)

CANMINE RESOURCES: Plan of Arrangement Agreement
Canmine Resources Corporation  (TSE Symbol: CMR) has
entered into a plan of arrangement agreement  with Red
Engine Exploration Ltd. ("Red Engine"), its joint venture  
partner on a number of mineral projects in Manitoba and
Ontario, under which Canmine will acquire all  the shares
of Red Engine and consolidate the assets of the two
companies.  Canmine management will continue to direct the
combined operations.

Two of the companies' joint venture projects have now
reached the advanced stage of feasibility study, being the
Werner Lake Cobalt Project in Ontario and the Maskwa Nickel
Project, Manitoba.  Canmine management believes that  
consolidation of the joint venture interests under one
entity would enhance the combined company's project
financing ability and could expedite production decisions  
and development. In addition, the companies share interests
in the promising BINCO Nickel Project, a 2,000 square
kilometre holding  north-east of the Thompson Nickel Belt,
Manitoba, as well as interests in the Nipigon Bay Nickel
Project and Temagami Cobalt Project in Ontario.

The plan of arrangement agreement contemplates that upon  
completion of the transaction, each Red Engine common share
would  be exchanged for 0.75 Canmine common shares. Based
upon current  shareholdings, Canmine would then have  
44,729,061 shares issued and  outstanding, and up to
46,601,991 shares if certain in-the-money  Red Engine
warrants are exercised in full. Completion of the plan  of
arrangement agreement will be subject to, among other
things, regulatory approval; approval of the Supreme Court
of British  Columbia; shareholder approval, including
minority shareholder approvals from both Canmine and Red
Engine shareholders, and  certain other conditions. The  
shareholder meetings for both Canmine and Red Engine are
scheduled to take place on September 30, 1998.

CENDANT CORP: Directors To Hear Findings of Investigation
According to an article in The Wall Street Journal, August
27, 1998, Cendant Corp. directors will hear the findings of
an investigation into accounting fraud that included the
booking of $500 million in fake revenue over three years.
Reportedly, the investigation report is said to be more
than 200 pages long and is expected to offer details of the

The meeting will be the first of the reconstituted board of
the company. The law firm of Willkie Farr & Gallagher
prepared the report, and Arthur Andersen audited the
results for the past three years.

ERGOBILT INC: Board Chairman Reports Stock Ownership
Gerald McMillan, Chairman of the Board of Ergobilt Inc.
reports to the SEC that 63,452 shares held by Gerald
McMillan were sold by various brokers pursuant to pledge
and/or margin agreements. This statement relates to the
common stock, $.01 par value per share, of ErgoBilt, Inc.
The filing of August 13, 1998 reports McMillan as the
beneficial owner of 1,757,462 shares of stock, or
28.5% of the class.

ERGOBILT INC: Resignation of Certifying Accountant
PricewaterhouseCoopers LLP (formerly Coopers & Lybrand LLP,
which became PricewaterhouseCoopers LLP ("PwC") on July 1,
1998) resigned as Ergobilt Inc.'s independent accountants
on August 18, 1998.

PwC was engaged to audit the registrant's financial
statements for its fiscal year ended February 28, 1998.
However, PwC has not issued a report on the financial
statements of the registrant, as PwC's audit was

At a meeting, which was initiated by PwC, with certain
members of the Board of Directors on June 24, 1998, PwC
advised Ergobilt of the following issues:

There were significant internal control deficiencies
giving rise to material audit adjustments;

The registrant has recorded material amounts of
goodwill and a determination has not been made of the
amount of impairment, if any, of such goodwill;

PwC would need to review the scope and findings of an
investigation of the registrant's interim
reporting for the fiscal year ended February 28,
1998, and the registrant's response, if any, to such
findings. This investigation was being supervised by
a law firm, as approved by the registrant's Board of
Directors on May 13, 1998. At the date of PwC's
resignation, this investigation was incomplete;

If PwC were to issue a report on Ergobilt's
financial statements for the fiscal year ended
February 28, 1998 the report would contain an
explanatory paragraph indicating that there is
substantial doubt about the registrant's ability to
continue as a going concern.

2. Additionally, PwC also advised several Board members
that as a result of the resignation of Ergobilt's Chief
Financial Officer, it would be unable to obtain the
customary "management representation" letter from existing

FPA MEDICAL: Agreement Covering Former Patients Extended
FPA Medical Management agreed Tuesday to extend an
agreement that allows local FPA employee-physicians to see
former FPA patients though another network.

The agreement, a temporary waiver set to expire Aug. 31,
has been extended until Oct. 31, said an FPA spokeswoman.
The waiver allows about 50 FPA physicians to continue to
see former FPA enrollees through Orange-based Heritage
Health Foundation. Without the waiver, some 25,000 Orange
County patients would be forced to switch primary

FPA spokeswoman Ann Julsen said the company, which filed
for Chapter 11 bankruptcy protection last month, is seeking
a permanent resolution to the problem.(Orange County
Register - 08/26/98)

FOXMEYER: Trustee Sues SAP, Deloitte & Touche
Bart A. Brown, Jr., the bankruptcy trustee for FoxMeyer
Corp. sued German software giant SAP AG for $500 million
alleging Sap's software helped to hasten FoxMeyer's
collapse. In a separate action, Brown sued Deloitte &
Touche LLP for failing to stop a $750 million refinancing
that allegedly harmed FoxMeyer.  That suit, filed in New
York federal court seeks$500 million in compensatory and
unspecified punitive damages, as well as legal fees.

Deloitte & Touche stated that there was no basis for the
allegations, and that the firm would vigorously defend the

A spokesperson for SAP America Inc. also stated that the
action is without merit. In its suit against SAP, FoxMeyer
states that the software program sold to FoxMeyer was used
to help run manufacturing operations rather than
distribution companies such as FoxMeyer.  In late 1994, the
suit says, SAP informed FoxMeyer that the program could
process invoices at only six of it s 23 warehouses.  The
new system could handle no more than 10,000 customer orders
a night, compared with 420,000 under FoxMeyer's old system.
The system ultimatley cost more than $36 million, of which
more than $5 million was in software fees. (The Wall Street
Journal 27-Aug-98)

GATEWAY DATA SCIENCES: Company Files Consent to Trustee
On February 23, 1998, Gateway Data Sciences Corporation
filed a petition for protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code.  The filing
was made in  the U.S. Bankruptcy Court in the District of
Arizona in Phoenix, Arizona (Case  No. B-98-02021-PHX-RGM).
On June 19, 1998, the court appointed Eileen W.   
Hollowell, Esq., as trustee.  

The Company filed an appeal with respect to the  
appointment of the Trustee on June 22, 1998.  On July 21,
1998, the United States District Court for the District of
Arizona stayed the order appointing the Trustee and
remanded the matter back to the U.S. Bankruptcy Court. On
July 29, 1998, the Company filed a consent to the
appointment of the Trustee.  The U.S. Bankruptcy Court
confirmed the appointment of the Trustee on July 30, 1998.

Harnischfeger Industries Inc. reported a net loss for the
quarter ended July 31, of $38.6 million compared with net
income of $35.9 million one year ago. The company said it
would cut about 20% of its work force.  The losses are
largely the result of the collapsing Asian economy, said
weak demand for its equipment will likely continue into
1999.  The company's stock price declined 17%. (The Wall
Street Journal 27-Aug-98)

Hungarian Broadcasting Corp. ("HBCO"), a Delaware
corporation, together with its subsidiaries (HBCO and its
subsidiaries are collectively referred to as the
"Company"), invests in,develops and operates national
satellite-to-cable and regional terrestrial, commercial
television stations in Central Europe.

In May 1998, the Company sold its entire 77% ownership
interest of the issued and outstanding stock of Studio 2
Kft, a Budapest based animation studio, to M&A Management
Kft, a company wholly-owned by the Company's Chairman of
the Board of Directors, Peter Klenner. The sale of this
subsidiary resulted in a loss of $476,497 to the Company.

In April and May 1998, the Company purchased majority
economic interests in two broadcasting stations, one in the
Czech Republic and one in Slovakia.

The Company is a satellite-to-cable television broadcaster
in Central Europe. The Company's two Hungarian stations,
MSAT and Sziv TV distribute to approximately 1.5 million
and 1.3 million television households, respectively, or
about 39% and 35% of all television households in the
country. In May 1998, the Company acquired 46.2% ownership
and 76.5% profit interest of Galaxie TV in the Czech
Republic and 46.2% ownership and 76.5% profit interest in
TV MAC, a Slovak corporation that holds the broadcast
license for TV NASA. Galaxie TV has an audience reach of
approximately 1.0 million television households. TV NASA
has a terrestrial reach of about 0.2 million television
households and plans to begin broadcasting by satellite
this fall to cable households in Slovakia and increase the
station's reach to about 0.8 million television households.

For the quarter ended June 30, 1998 compared to quarter
ended June 30, 1997 the Company's revenues decreased by
$71,421 or 6% to $1,071,923 in the quarter ended June 30,
1998 from $1,143,344 in the quarter ended June 30, 1997.

The Company's revenues increased by $63,842 or 4% to
$1,780,701 in the six months ended June 30, 1998 from
$1,716,859 in the six months ended June 30,

In the past the Company has funded its operations largely
from investor funds. The Company has a plan to make the
Hungarian stations profitable over the next three years.
Management believes that prospects for significant
profitability in the Czech Republic and Slovakia are
better. Planned expansion elsewhere in Central and Eastern
Europe looks favorable.

In the medium term, the Company needs to rely on funding
from investors to finance its operations and its plans for
growth. There is no assurance that investors will continue
to fund this business while it experiences losses.
Management believes, at least for the next twelve months,
that the Company can continue to raise the necessary funds
for its business needs.

IN-FLIGHT PHONE: Trustee Seeks to Convert, Dismiss Case
The U.S. Trustee is seeking to convert In- Flight Phone
Corp.'s Chapter 11 case to chapter 7 or, alternatively,
dismiss the case entirely. The trustee argued that the
company: (a) lacks a reasonable likelihood of
rehabilitation, and further chapter 11 proceedings would
result in continued loss; (b) has unreasonably
delayed prosecution of the case to the prejudice of
creditors; and (c) is seeking to liquidate in chapter 11
when liquidation is more properly accomplished in chapter
7. A hearing is set for Sept. 17.
(The Daily Bankruptcy Review and ABI 27-Aug-98)

General Motors Corp. decided not to bid for South Korea's
insolvent  Kia Motors Corp., but Ford Motor Co. and three
Korean companies entered the race.

Ford, the biggest Kia shareholder, and Hyundai Motor Co.,
Daewoo Motor Co. and Samsung Motor Inc. submitted bids
before Friday's deadline.

Kia Motors is being auctioned after collapsing under $10
billion in debts last year in a failure that helped trigger
a financial crisis. (Times Union - 08/22/98)

KIA MOTORS: Unionists Will Oppose Hyundai
Unionists at insolvent KIA Motors Corp. and its Asia Motors
Co. affiliate said Tuesday they will oppose a takeover by
Hyundai Motor Co. because it threatens job security. Kia's
labor unionists -- who have continued making cars  while
the company is auctioned -- will make a statement later
today outlining  their objections to a bid from Hyundai, a
company which recently sacked nearly  300 workers after a
three-month strike over layoffs.

LONG TERM CREDIT: Needs Public Funds To Avoid Bankruptcy
The Long-Term Credit Bank of Japan (LTCB) will go  
bankrupt without an infusion of public funds, Finance
Minister Kiichi Miyazawa  said Thursday and warned that its
failure will damage Japan's financial system  and economy.

Miyazawa was responding to opposition questionings at a
House of Representatives panel on the government plan to
pump public funds into the financially troubled bank.

The government unveiled the plan to replenish the bank's
depleted capital resources on Aug. 21 and thereby finance
the bank's disposal of 750 billion yen  bad loans, to
remove a major obstacle to its planned merger with Sumitomo
Trust and Banking Co.

Sumitomo Trust has said the merger is conditional on the
government or LTCB getting rid of all bad loans.

Miyazawa told the ad hoc committee on financial-system
stabilization measures that an LTCB collapse might force
the bank to default on its liabilities relating to
derivatives contracts. He said the bank had 50 trillion yen
worth of derivatives contracts at the end of March.

"If the bank defaults on derivatives transactions, Japanese
banks as a whole might be barred from such transactions,"
he said.

Derivatives are off-the-book contracts whose values are
linked to price movements in markets where stocks, bonds,
commodities and other assets are traded.

Bank of Japan Governor Masaru Hayami told the committee
that if any of Japan's large banks with huge outstanding
derivatives contracts failed, it would cause a chain
reaction of credit disorder on the global financial market.

Hayami said there had been serious impacts on the global
markets as a result of the past bankruptcies of large
financial institutions, such as those of I. D. Herstadt of
Germany in 1974, Continental Illinois in 1984, and Drexel
Group in 1990, both of the United States.

Hayami, a former chairman of Nissho Iwai Corp., said,
"Since I was an executive at a trading house, I remember
the painful experience relating to a derivatives contract"
with the Drexel Group.

Miyazawa said introducing the bridge bank scheme in Japan
is crucial to protect the stability of the banking system,
as some large banks may collapse in the future without
securing merger offers such as the one LTCB has had.

Prime Minister Keizo Obuchi told the same committee, "Japan
must not let financial institutions go bankrupt without
deep reasons, and must make efforts to stabilize the
financial system by pushing a soft-landing

The proposed bridge bank scheme involves the establishment
of government-controlled banks to take over failing banks
in a bid to prevent bank failures from triggering a general
panic, defaults on deposits, the severing of credit  
flows to corporate borrowers, and massive layoffs at
bankrupt borrowers.

Bridge banks would basically provide an acquiring bank with
two years to assess the quality of the loan portfolio held
by the bridge bank. (Kyodo-08/27/98)

SA TELECOMMUNICATIONS: Monthly Operating Report
On August 19, 1998, SA Telecommunications, Inc. filed its
Monthly Operating Report for the month  ending April 30,
1998.  The company reported a net loss of $(432,917) on net
revenue of $ 2,007,433.

On October 6, 1997, Tal Wireless Networks, Inc. filed a
voluntary petition for protection under Chapter
11 of the Federal Bankruptcy Laws in the United States
Bankruptcy Court, Northern  District of California, San
Jose Division pursuant to which the Registrant's existing
directors will continue in possession but subject to the
supervision  and orders of the Bankruptcy Court. The
Company plans to liquidate assets and review the claims of
its various creditors.  It is unclear at this time whether  
there will be any funds available for distribution to
shareholders.  Once this information has been
determined, the Company may file a Plan of Reorganization  
with the Bankruptcy Court. (States SEC; 08/26/98)

TOY BIZ: To Buy Pinnacle's Card Ops For Up To $14.5M
Pinnacle Brands Inc. has signed a letter of intent to sell
its sports trading card business to Toy Biz Inc. for as
much as $14.5 million, subject to higher offers.  Pursuant
to the Aug. 17 letter of intent, Toy Biz would acquire
substantially all of Pinnacle's assets, other than the
Optigraphics Inc. division.  Based on expressions of
interest from two potential bidders, "the Debtors believe
that a sale of substantially all of the assets
related to their sports trading card business will result
in the Debtors' creditors receiving more value than that
which would be realized in a piecemeal liquidation of those
assets." (Federal Filings Inc. 27-Aug-98)

UNISON HEALTHCARE: Committee Objects to Gordian Group
The Official Committee of Unsecured Creditors of Unison
Healthcare and its subsidiaries is asking that the court
reconsider and modify its order approving the debtor's
application for an order authorizing and approving the
employment of The Gordian Group, as financial advisor to
the debtor.

In approving the employment of Chanin and Company LLC as
financial advisor to the Committee, the court ruled that
the employment would be subject to the reasonableness
standard set forth in the Bankruptcy Code and the
requirements set forth in the U.S. Trustee's guidelines,
and ordered the parties to submit an order reflecting such

At the same hearing the Committee stated that The Gordian
Group, the debtors' financial advisor should be subject to
the same standards as Chanin, and according to the
Committee, the court agreed.  The Committee received a
proposed form of order regarding Chanin's amended
employment.  The Gordian Group however has stated that it
is unwilling to change the terms of their employment.

Specifically, Gordian is entitled to $65,000 per month and
a success fee of up to $850,000. Gordian is not required to
submit fee applications, record its hours, describe its
tasks or subject itself to any of the scrutiny normally
required by Code or the Trustee's guidelines. The Committee
believes that the employment of the financial advisors in
these cases should not be disparate.

WIRELESS ONE: Completes Solicitation of Consents
On August 24, 1998, Wireless One, Inc. successfully
completed its solicitation of consents from certain holders
of its 13% Senior Notes due October 15, 2003 and its 13 1/2
% Senior Discount Notes due August 1, 2006 (together, the
"Notes") to certain proposed amendments to the indentures
governing such Notes (the "Indentures").    

Upon receiving the requisite consents, the Company
promptly executed supplemental indentures amending
the Indentures.  

YARDLEY GROUP: Placed by KPMG In Receivership
Yardley Group Ltd., a British perfume and cosmetics company
was placed in receivership by accounting firm KPMG
International amid mounting losses and debt of more than
$196 million. According to a KPMG official, the company is
now for sale.  If a buyer can't be found, the company will
be liquidated.

The receivership does not affect Yardley in the U.S.,
Canada, Mexico, Puerto Rico and Colombia which operate
separately but also are controlled by Wasserstein Perella.

Analysts say that the products convey a fuddy-duddy image,
and that the consumers include the 98-year-old-Queen


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