Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference, constituting a
part of the Company's  Registration  Statements (Form S-8 No. 333-
58841; Form S-8 No. 333-02391; Form S-8 No. 333-00032; Form S-8 No.
333-67055; Form S-8 No. 333-20229; Form S-8 No. 333-58843; Form
S-8 No. 333-32140; Form S-8 No. 333-37894; Form S-8 No. 333-01528; Form
S-8 No. 333-30871; Form S-8 No. 333-58845; Form S-3 No. 333-30232 and
Form S-3 No. 333-52702) of our report dated April 30, 2003 (July 31,
2003 as to Notes 1 and 19 of the September 30, 2002 financial
statements) relating to the consolidated  financial statements and
schedule of Vertex Interactive, Inc. as of and for the year ended
September 30, 2002  appearing  in the 2003 Annual  Report on Form 10-K.

Our report contains an explanatory paragraph regarding the Company's
ability to continue as a going concern.


/s/WithumSmith + Brown P. C.

Livingston, New Jersey
February 26, 2004