EXHIBIT 24.2
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               (Letterhead Sax Macy Fromm & Co., PC)
             Consent of Independent Public Accountants

We consent to the incorporation by reference in this Registration
Statement (Form S-8) of our report dated September 16, 1999 (except for
Note 1 as to which the date is September 27, 1999 and Note 3 as to which
the date is January 10, 2000) on our audits of the financial statements
and financial statement schedule of Vertex Industries, Inc. as of and for
the years ended July 31, 1999 and 1998 included in its Transition Report
(Form 10-K) for the period ended September 30, 1999.

                                           /s/ Sax Macy Fromm & Co., PC
                                               Sax Macy Fromm & Co., PC
                                             Certified Public Accountants

Clifton, New Jersey
May 19, 2000
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