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CAMBRIDGE, Mass. (AP) _ Bankrupt instant camera and film maker Polaroid Corp. said Thursday it had agreed to sell most of its assets to a group led by the private equity arm of Bank One Corp. for $265 million.

One Equity Partners manages $3.5 billion in investments for Bank One, the No. 6 U.S. bank holding company.

Polaroid said the sale could allow the company to emerge from Chapter 11 bankruptcy protection.

A bankruptcy court hearing is scheduled for May 6 to set an auction date for Polaroid's remaining assets.

``If no other bidders come forward, or if One Equity's offer remains at the top, the sale could close as early as the third quarter,'' Polaroid spokesman Skip Colcord said. The bankruptcy court must also approve the sale.

A Bank One spokesman did not immediately return a phone message seeking comment.

The sale involves all domestic assets and businesses, and the common stock of Polaroid's foreign subsidiaries, which Colcord said amounted to ``substantially all'' remaining Polaroid assets.

``We continue to believe that the best way to maximize enterprise value for our creditors is by selling the company in its entirety as an independent, ongoing business to a strong buyer,'' Polaroid Chairman and Chief Executive Gary DiCamillo said.

Polaroid said it is likely stockholders will be left with nothing.

Polaroid, facing nearly $1 billion in debt and lagging behind in the latest digital technology, filed for bankruptcy protection Oct. 12.