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Protesters Monday overran several Libyan cities and regime stalwarts began defecting as the pillars of Moamer Kadhafi's hardline rule were targeted in Tripoli amid reports he had fled the country.
Cities including Benghazi in the east had fallen to demonstrators opposing Kadhafi's 41-year-old regime after military units deserted, said the Paris-based International Federation for Human Rights (IFHR).
US President Barack Obama was "considering all appropriate actions" on Libya, as Washington ordered out all non-essential staff and warned Americans to avoid travel to the north African country.
Two Libyan warplanes with four personnel on board who said they had escaped Benghazi air base after it was overrun by protesters landed in Malta, military sources told AFP.
"Libya is at a crossroads. If we do not agree today on reforms... rivers of blood will run through Libya," he said in a fiery but rambling speech that betrayed a note of desperation within his father's regime.
"We will take up arms... we will fight to the last bullet. We will destroy seditious elements. If everybody is armed, it is civil war, we will kill each other... Libya is not Egypt, it is not Tunisia."
IFHR head Souhayr Belhassen said protesters had control of Benghazi, Sirte, Tobruk in the east, as well as Misrata, Khoms, Tarhounah, Zenten, Al-Zawiya and Zouara, closer to the capital.
Witnesses in Sirte denied that Kadhafi's coastal hometown was under the control of protesters, but others in Al-Zawiya told AFP that police had fled that city.
"At this moment there are tanks being driven by civilians in Benghazi," he said, insisting that the uprising was aimed at installing Islamist rule and that it would be ruthlessly crushed.
Libya's justice minister, Mustapha Abdeljalil, resigned in objection to "the excessive use of force" against demonstrators, the Quryna newspaper website reported.
In Cairo, Libya's Arab League envoy said he had resigned to "join the revolution."
Tripoli's ambassador to Delhi also quit, as did a lower-level diplomat in Beijing, Al-Jazeera television reported.