<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>s3x232.txt
<TEXT>

                                  EXHIBIT 23.2

                  (CONSENT OF COUNSEL IS INCLUDED IN EXHIBIT 5)


Consent of Counsel

     The  consent of Henry T. Meyer,  Esq.  is included in his opinion  filed as
Exhibit 5 to this Registration Statement.



</TEXT>
</DOCUMENT>
