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Does anyone know of any projects that can be done with an old briefcase?

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I have a briefcase that is just a few years old but is starting to come apart and would like to do something creative with it. I would really like to change the inside to that it can carry my jewelry, but I don't know how to go about doing it. The material on the handle and the material around the outer edges are coming off... Any suggestions, any projects are welcome. Thank you.


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