EXHIBIT 23.3

CONSENT OF COUNSEL

We hereby consent to the reference to us in the
Prospectus constituting part of this Registration
Statement on Forms S-1 under the caption "Legal
Matters."  In giving the foregoing consent, we do not
thereby admit that we come within the category of
persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange
Commission thereunder.

/s/ Richards, Layton & Finger PA
Richards, Layton & Finger PA

Wilmington, Delaware
March 27, 2001