EXHIBIT 23.3

                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

Section 11(a) of the Securities Act of 1933, as amended (the "Securities Act"),
provides that in case any part of a registration statement, when such part
became effective, contained an untrue statement of a material fact, or omitted
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, any person acquiring such security (unless it
is proved that at the time of such acquisition such person knew of such untruth
or omission) may sue, among others, every accountant who has with his consent
been named as having prepared or certified any part of the registration
statement, or as having prepared or certified any report or valuation which is
used in connection with the registration statement, with respect to the
statement in such registration statement, report, or valuation, which purports
to have been prepared or certified by such accountant.

The Company's consolidated financial statements for each of the years ending
2001 and 2000, included the Company's Annual Report on Form 10-K for fiscal year
ended December 31, 2001, which is incorporated by reference into this
registration statement, prospectus, and any prospectus supplement, (the "2001
Form 10-K") have been audited by Arthur Andersen LLP ("Arthur Andersen"), who
issued a Report of Independent Public Accountants ("Report") dated March 15,
2002, on these financial statements. A copy of this Report is included in the
2001 Form 10-K.

On April 17, 2002, the Company dismissed Arthur Andersen as its independent
public accountants and engaged Ernst & Young LLP to serve as the Company's
independent public accountants for fiscal year 2002 (see the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on April
24, 2002). Arthur Andersen has ceased practicing before the Securities and
Exchange Commission. As a result, the Company has been unable to obtain the
written consent of Arthur Andersen to the incorporation by reference of the
Report in the 2001 Form 10-K into this registration statement, prospectus, and
any prospectus supplement. Under these circumstances, Rule 437a under the
Securities Act permits the Company to incorporate the Report in the 2001 10-K by
reference into the registration statement, without consent from Arthur Andersen.
Because Arthur Andersen has not consented to the incorporation by reference of
their Report into the registration statement, Arthur Andersen will not have any
liability under Section 11(a) of the Securities Act for any untrue statements of
a material fact contained in the financial statements audited by Arthur Andersen
and incorporated by reference into the registration statement or any omission of
a material fact required to be stated therein. Accordingly, investors will not
be able to assert a claim against Arthur Andersen under Section 11(a) of the
Securities Act for any purchases of securities under the registration statement
made on or after the date of this registration statement.