An anti-Gadhafi fighter mans a machine gun as fighters gather at Al-Noflea to prepare for a sweep of areas for pro-Gaddafi fighters, 450 km (279.6 miles) west of Benghazi Sept 4, 2011. [Photo/Agencies]

Rebel negotiator Abdullah Kanshil said the talks had broken down after Moussa Ibrahim, Gadhafi's chief spokesman and a top aide, had insisted the rebels put down their weapons before entering the town, some 90 miles (140 kilometers) southeast of Tripoli.

Rebel forces control most of the oil-rich North African nation and are already setting up a new government, but Gadhafi and his staunchest allies remain on the run and enjoy support in several central and southern areas, including Bani Walid and the fugitive leader's hometown of Sirte.

The rebels have said the hard-core loyalists are a small minority inside the town, but are heavily armed and stoking fear to keep other residents from surrendering.

"We feel sorry for the people of Bani Walid," said Kanshil, himself a native of the town, speaking to reporters at a rebel checkpoint about 40 miles (70 kilometers) to the north. "We hope for the best for our town."

The rebels have extended to Saturday a deadline for the surrender of Gadhafi's hometown of Sirte and other loyalist areas but some have warned they could attack Bani Walid sooner because many of the most prominent former regime officials were believed to be inside.

There has been speculation that Gadhafi himself along with his son Seif al-Islam had been there at some point, and the apparent presence of Ibrahim indicates that the town was a haven for high-level Gadhafi aides.

"This battle has already been decided," said Ahmed Bani, the rebels' military spokesman based in Benghazi. "It is only a matter of hours."

He said there had been clashes around the town for the last four days and rebel forces had come under fire from rockets and machine guns.

Thousands of rebel fighters have converged on Bani Walid in recent days from multiple directions.

The rebels say Gadhafi does have some genuine supporters in Bani Walid, mainly people linked to the dictator through an elaborate patronage system that helped keep him in power for nearly 42 years.

Gadhafi supporters are "claiming that (rebel) fighters will come and rape their women," said Mubarak al-Saleh, the representative from Bani Walid to the rebels' transitional council. "We are trying to assure people that the fighters are true Muslims who will not harm anybody except those whose hands are stained with blood."

Rebels arriving from Misrata, a western port that played a central role in the war, reported late Saturday they faced no resistance when they took two military camps on the outskirts of Bani Walid.

"Negotiations are over, and we are waiting for orders" to attack, said Mohammed al-Fassi, a rebel commander. "We wanted to do this without bloodshed, but they took advantage of our timeline to protect themselves."

Al-Fassi said more Gadhafi loyalists have moved into Bani Walid from the south outlined by a line of high hills, but did not know how many.

NATO, meanwhile, reported bombing a military barracks, a police camp and several other targets near the southern stronghold of Sirte overnight, as well as targets near Hun, a possible staging ground in the desert halfway between Sirte and Sabha. It also reported bombing an ammunition storage facility near Bani Walid. Sirte is Gadhafi's hometown.

NATO has been bombing Gadhafi's forces since March under a United Nations mandate to protect Libyan civilians. But that mandate expires on Sept. 27, and the rebels may be anxious to end the fight before it runs out — since it may be politically difficult to get it renewed.

While it is now held by loyalists, Bani Walid also has a history of opposition to Gadhafi. Western diplomats in Libya and opposition leaders abroad reported in 1993 that the air force had put down an uprising by army units in Misrata and Bani Walid. They said many officers were executed and arrested.

Fayez Jibril, a longtime Libyan opposition figure speaking from exile in Cairo, said Gadhafi tried to exploit tribal differences by giving privileges to some groups, like the Warfala and Gadhafi's own Gadhdadhfa, and sidelining others. But Jibril said Libyans had united in the past against colonial rule, and he believed they would do so against Gadhafi.

Jibril, who has close contacts with rebel commanders on the ground in Libya, said in a number of top Gadhafi officials had sought haven in Sirte and Sabha, two other loyalist bastions. The officials are accused of abuses, including rapes, in the regime's crackdown against the rebellion, Jibril said.

"The crimes these people have committed are unforgivable in a conservative country like Libya," he said. "These people are dead and they know that they are dead, so they are fighting because they have no other option."

The rebel military spokesman added that residents have told the rebels that one of Gadhafi's sons, Seif al-Islam, had fled to Bani Walid soon after Tripoli fell, but left recently for fear townspeople would hand him over to the rebels.

Many have speculated that the elder Gadhafi is hiding somewhere around Sirte, Bani Walid or the loyalist town of Sabha, deep in the Libyan desert. He and Seif al-Islam have tried to rally supporters in defiant audio recordings broadcast on the Syrian-based Al-Rai television station but no concrete information about their whereabouts has emerged.

Outside Sirte, Mustafa al-Rubaie, a rebel commander who was part of the talks with Sirte tribal leaders, said rebels have been stationed about 60 miles (95 kilometers) outside of Sirte, but have occasionally clashed with Gadhafi supporters over the past days.

The rebels want the local tribal chiefs to hand over "officers and soldiers who committed crimes and raped women," he said.