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                                                                    Exhibit 24.1



                         CONSENT OF INDEPENDENT AUDITOR


         We hereby consent to the use in the Prospectus constituting part of
this Registration Statement on Form SB-2 of our report dated June 1, 2000
relating to the financial statements of ICV, Inc. appearing in such Prospectus.
We also consent to the reference our firm under the heading "Experts" in such
Prospectus.



/s/ James E. Scheifley & Associates, P.C.
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Certified Public Accountants
Denver, Colorado

July 20, 2000