Form: POS AM

Post-effective amendment to a registration statement that is not immediately effective upon filing

April 22, 1999

CONSENT OF GARDERE & WYNNE LP

Published on April 22, 1999




EXHIBIT 23.2


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 Post Effective Amendment No. 5 on Form SB-2.


GARDERE & WYNNE, L.P.

/s/ Sanford E. Warren, Jr. Date: April 22, 1999
- -------------------------- ----
Sanford E. Warren, Jr.