Exhibit 23.3


                     CONSENT OF MORGAN, LEWIS & BOCKIUS LLP

         We hereby consent to the reference to our firm under caption "Legal
Matters" in the Prospectus forming part of this Registration Statement on Form
S-3 filed with the Securities and Exchange Commission.

         We do not, however, by such giving consent admit that we are "experts"
within the meaning of Section 7 of the Securities Act of 1933, as amended.



/s/ Morgan, Lewis & Bockius LLP

Philadelphia, Pennsylvania
June 28, 2002