EXHIBIT 23.2


                              CONSENT OF ATTORNEYS

     The Law Firm of Greg  Gerganoff,  Attorney  at Law hereby  consents  to the
filing  of the  Opinion  dated  August 2, 2002  issued to the  registrant  as an
exhibit to the Registration Statement on Form S-8.

                                           GREGORY Z. GERGANOFF

Date: August 8, 2002                  By:  /s/ Gregory Z. Gerganoff
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                                           Gregory Z. Gerganoff, Attorney At Law