Form: POS AM

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

May 6, 1998

EXHIBIT 23.4

Published on May 6, 1998



EXHIBIT 23.4


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. 4 on Form SB-2.


Warren & Perez
/s/ Warren & Perez
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May 4, 1998