CONSENT OF COUNSEL
Published on July 25, 1996
EXHIBIT 24.2
July 25, 1996
CONSENT OF COUNSEL
The undersigned hereby consents to the use of our name, and the
statement with respect to us appearing under the heading "Legal Matters"
included in the Registration Statement.
WARREN & PEREZ
/s/ Sanford E. Warren, Jr.
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By: Sanford E. Warren, Jr.
Its: Partner