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As promptly as practicable after the execution ofthis Agreement, PaineWebber shall prepare and file with the Securities andExchange Commission (the "SEC") a consent solicitation statement (together with anyamendments thereto, the "Consent Solicitation Statement") zentai to thesolicitation of the consent of PaineWebber's Limited Partners (the "Consent") tothe approval of (i) this Agreement and the transactions contemplated hereby, and the PP Agreement and the transactions contemplated thereby (such mattersbeing the "Approved Matters"). DR shall furnish all information as PaineWebbermay reasonably request in connection with the preparation of the ConsentSolicitation Statement. The Consent Solicitation Statement shall be mailed tothe Limited Partners of PaineWebber as spider costume as practicable followingsatisfactory response from the SEC of any matters raised by the SEC with respectto the Consent Solicitation Statement. PaineWebber shall cause the ConsentSolicitation Statement to comply as to form and substance in all materialrespects with the applicable requirements of the Securities Exchange Act of 1934and shall use its best efforts so that none of the information included in theConsent Solicitation Statement shall, at the time the Consent SolicitationStatement (or any amendment thereof or supplement thereto) is first mailed tothe Limited Partners of PaineWebber, contain catsuit untrue statement of a materialfact or omits to state any material fact required to be stated therein ornecessary in order to make the statements therein, in light of the circumstancesunder which they were made, not misleading. The Consent Solicitation Statement shall include therecommendation of the General Partner of PaineWebber to PaineWebber's costume spiderman LimitedPartners that they vote in favor of the approval of the Approved Matters.

Consent Solicitation Statement
As promptly as practicable after the execution ofthis Agreement, PaineWebber shall prepare and file with the Securities andExchange Commission (the "SEC") a consent solicitation statement (together with anyamendments thereto, the "Consent Solicitation Statement") zentai to thesolicitation of the consent of PaineWebber's Limited Partners (the "Consent") tothe approval of (i) this Agreement and the transactions contemplated hereby, and the PP Agreement and the transactions contemplated thereby (such mattersbeing the "Approved Matters"). DR shall furnish all information as PaineWebbermay reasonably request in connection with the preparation of the ConsentSolicitation Statement. The Consent Solicitation Statement shall be mailed tothe Limited Partners of PaineWebber as spider costume as practicable followingsatisfactory response from the SEC of any matters raised by the SEC with respectto the Consent Solicitation Statement. PaineWebber shall cause the ConsentSolicitation Statement to comply as to form and substance in all materialrespects with the applicable requirements of the Securities Exchange Act of 1934and shall use its best efforts so that none of the information included in theConsent Solicitation Statement shall, at the time the Consent SolicitationStatement (or any amendment thereof or supplement thereto) is first mailed tothe Limited Partners of PaineWebber, contain catsuit untrue statement of a materialfact or omits to state any material fact required to be stated therein ornecessary in order to make the statements therein, in light of the circumstancesunder which they were made, not misleading. The Consent Solicitation Statement shall include therecommendation of the General Partner of PaineWebber to PaineWebber's costume spiderman LimitedPartners that they vote in favor of the approval of the Approved Matters.

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how much do you expect to spend for halloween? because the average american will pay $64.82 onzentai, decorations and candy this year. and that's up nearly $6 from last year, according to the national retail federation. all in all, the holiday is big business. a whopping $5 billion will be spent on halloween this year. it's the second biggest holiday behind christmas in home decorating sales and the sixth biggest holiday for overall sales. twas a week before halloween and all through the air, registers ring as shoppers get ready to scare. the racks are decked with spiderman costumes galore. just peek around the corner for the makeup and gore. but just when you think it's all just for fun, notice shoppers swiping credit cards one by one. prices are spiking like this girl's green hair as everyone scrambling for something to wear. much to the retailers' delight, they rake in the cash, as kids prepare for a huge candy stash. decorations for the home has really taken off. it's on a par with people decorating for christmas, very elaborate themes, parties. it's really become a major driving force for sales during the month of october. case in point -- abrcadabra superstore in new york city offers everything from gags to magical tricks, makeup and spider man costume, topped off with a recognizable mask. president bush, anyone? halloween affects by business every year because it's a big chunk of our business. somewhere in the 30% range. it's very big. the hot sellers this year? sexy costumes for women, harry potter and high school musical for kids and the gladiator look for men. but the store is facing more competition in the world of spider costume. enter fast-food giant burger king. it is now selling costumes on its website. it just might be good to be the king. starbucks is selling pumpkin mugs and papa johns offers a special halloween pile called the xl-3 with three toppings. it comes in a catsuit 3 box. then the themes like 24-year-old spirit halloween that's only open two months a year. still, spirit fetches big business.

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BLIND Big Brother housemate Mikey Hughes bonked his teenage girlfriend - on his beloved SKATEBOARD in Zentai suit. Former love Louise Cameron, 35, has told how the kinky radio host begged her for nookie outdoors when they were teenagers. The pair dated for two months in the summer holidays of 1991, when Mikey already wore thick specs. Louise, who is now married, told of the skateboard romp - and how she had to stop because its squeaky wheels were distracting her. She said: "We were in the park and no o n e w a s around, so we gave it a try. "I was lying on the skateboard, and he was on top. We had to stop in the middle though, because it was really unsteady and the squeaky wheels were putting me off." Louise, of Kilwinning, Ayrshire, also told how Mikey developed a fetish for women's undies at just 15 - and he loved to wear her CATSUIT.  She said: "He had a thing about my underwear u he really liked wearing my knickers. "Sometimes he would even wear them under his normal clothes. I thought it was really funny. "And because he really got off on it, I didn't say anything. "I had a playsuit, which is like a Catsuit except it had cut-off shorts. He loved to wear that - even though it didn't fit him properly." Task Yesterday Mikey would have been in BB heaven when he was given a metallic blue catsuit to wear in the lightswitch task. Mikey, 33, sparked the first big row of BB9 when he was caught wearing Sylvia Barrie's undies. She blasted him for his "out of order" stunt. But secretary Louise, a childhood pal of Mikey's, claimed that he made friends easily when younger. She explained: "He was really popular - everyone liked him. "His eyesight was not that great. "He had to wear really thick glasses, and he couldn't see in one of his eyes. "His other eye was quite shortsighted u but he didn't let it stop him doing things he enjoyed.