"The decision has been taken. Prepare yourselves. We will arrive tonight," Kadhafi said on state television.

"We will chase the traitors from Benghazi," he told his troops. "Destroy their fortifications. Show them no mercy. The world needs to see Benghazi free."

The Libyan leader also said "those who surrender and throw down their arms will be saved."

The rebel command of the city of Benghazi, meanwhile, ordered fighters to man artillery posts and missile batteries after the announcement of the imminent assault, rebel radio reported.

Kadhafi spoke shortly after the defence ministry ratcheted up the odds by saying "any military operation against Libya will expose all air and maritime traffic in the Mediterranean to danger."

"Any civilian or military moving traffic will be the target of a Libyan counter-offensive," the official Jana news agency quoted the defence ministry spokesman as saying.

Kadhafi's announcement came just hours before the UN Security Council was to vote in New York on a draft resolution calling for "all necessary measures" against loyalist forces, a diplomat at the United Nations said.

The draft, drawn up by Britain, France, Lebanon and the United States, and of which AFP has obtained a copy, highlights that international protection should be extended to Benghazi in eastern Libya.

It specifically excludes "an occupation force," while calling on Arab nations to "cooperate" in the implementation of a no-flight zone and other measures.

A vote on the resolution was expected at 2200 GMT.

France's foreign minister signalled that military strikes could quickly follow UN approval, telling reporters that his country was ready to carry out any resolution.

"The first step is the adoption of the resolution and then we will see that with our partners and we are preparing the following decisions," Alain Juppe told reporters.

"France is ready, along with others, to put in action the Security Council resolution, including in this field," he said. "Taking into account the urgency on the ground, it goes without saying that it must be applied quickly."

Qatar and United Arab Emirates could be among the Arab nations to join any coalition that takes action against Kadhafi's regime, the Arab League's UN representative said.

As the talks were under way at the United Nations, insurgents claimed they had shot down warplanes trying to bomb Benghazi and disputed claims of territorial gains by Kadhafi forces.

Benghazi, a city of more than a million people, appeared calm Thursday evening, with shops open. An AFP reporter said rebels had reinforced some checkpoints on the Tobruk-Benghazi road with dug-in tanks.

The latest developments came amid claims and counter-claims about the progress of fighting, which could not be independently confirmed.

State television said loyalists were on the outskirts of Benghazi, the major Mediterranean city in the east and seat of the month-old rebellion against Kadhafi's iron-fisted four-decade rule.

Allibya television said "the town of Zuwaytinah is under control (of loyalists) and armed forces are on the outskirts of Benghazi."

A rebel spokesman told AFP by telephone: "The Kadhafi forces tried to carry out an air raid on the city but our anti-aircraft defences repulsed the offensive and two planes were shot down."

Libyan television also said loyalists had overrun the rebel bastion of Misrata, 200 kilometres (125 miles) east of Tripoli, but that was denied by a rebel spokesman there.

"We still control the city, even its outskirts. Kadhafi is mobilising his forces a few kilometres away," the spokesman said by phone.

He said 18 people, including three civilians, were "martyred" in fierce fighting on Wednesday and that "we inflicted huge losses to the Kadhafi forces, including 60 people killed."

A witness in the western town of Zintan said rebel fighters there were bracing for an attack.

Despite all the talk of tough UN measures, the positions of such key players and hold-outs as China, Germany and Russia, was unclear.

Russian Foreign Minister Sergei Lavrov has requested more information from Arab states, who have called for a no-fly zone, about how it would be policed.

And China, which like Russia wields a veto on the Security Council and is this months's president of the body, has also expressed reservations about intervention.

Chinese Ambassador Li Baodong said "we are going to take action very quickly. I urged all the delegations to get instructions from their capitals as early as possible."

As for Germany, which currently sits on the Security Council and is a key NATO member, Foreign Foreign Minister Guido Westerwelle said on Wednesday "we have no wish to and we cannot take sides in a north African civil war."

NATO chief Anders Fogh Rasmussen warned that "time is running out."

"If Kadhafi prevails it will send a clear signal that violence pays. That would be unacceptable from a humanitarian and democratic perspective," Rasmussen said on his Facebook page.

"But time is running out. The sooner the United Nations can reach an agreement the better," he said. "NATO stands ready to protect the civilian population if there is a demonstrable need, clear legal basis and strong regional support."

As uncertainty reigned, aid agencies on Egypt's border with Libya braced for an onslaught of refugees if Kadhafi prevails.

"If Benghazi is taken, we are expecting 40,000 to 100,000 people, and we are not ready," said Andrea Oess, of Swiss Humanitarian Aid.

Elsewhere in the Middle East, Bahrain rounded up dissidents Thursday as the United Nations warned of "shocking and illegal" abuses in Bahrain where the US-backed Sunni Muslim rulers are waging a bloody crackdown on Shiite-led protesters.

Five hardline Shiite activists and one Sunni were arrested during the night, a parliamentarian from the Shiite opposition alliance said, after a day of violence that left five dead in the Sunni-ruled kingdom.

But the opposition vowed to press on with "peaceful" pro-democracy demonstrations, calling for protests after the Muslim weekly prayers on Friday and sit-in actions on Saturday.

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