[Cobitz, Vandenberg & Fennesy Letterhead]



Board of Directors
Midland Capital Holdings Corp.
8929 South Harlem Avenue
Bridgeview, Illinois


Members of the Board:

     We consent to the incorporation by reference in this Registration Statement
on Form S-8,  pertaining to Midland Capital Holdings Corp. 1993 Stock Option and
Incentive  Plan,  of our  report  dated  August  13,  2002,  on our audit of the
consolidated  financial  statements included in Midland Capital Holdings Corp.'s
Annual Report on Form 10-KSB for the year ended June 30, 2002 filed  pursuant to
the Securities and Exchange Act of 1934, as amended.



                                                /s/ Cobitz, Vandenberg & Fennesy
                                                --------------------------------
                                                Cobitz, Vandenberg & Fennesy
                                                Certified Public Accountants

Palos Hills, Illinois
February 5, 2003