EXHIBIT 23.2


                              CONSENT OF ATTORNEYS

         The Law Firm of Greg Gerganoff,  Attorney at Law hereby consents to the
filing of the  Opinion  dated  April 17,  2001  issued to the  registrant  as an
exhibit to the Registration Statement on Form S-8.

         GREGORY Z. GERGANOFF

      By: /s/ Gregory Z. Gerganoff
          -------------------------------------
          Gregory Z. Gerganoff, Attorney At Law