Independent Auditors' Consent


The Board of Directors
Varner Technologies, Inc. and subsidaries:

We consent to the use of our report  included herein and to the reference to our
firm under the heading "Experts" in the proxy statement - prospectus.

Our report dated May 1, 2000, contains an explanatory paragraph that states that
the Company has suffered  recurring losses from operations and has a net capital
deficiency,  which  raise  sustantial  doubt  about its ability to continue as a
going  concern.  The  consolidated  financial  statements  do  not  include  any
adjustments that might result from the outcome of that uncertainity.



St. Louis, Missouri                                                 /S/ KPMG LLP
January 11, 2001