EXHIBIT 23.2

                                   CONSENT OF

               FELDMAN SHERB & CO., P.C. TO ISSUANCE OF SHARES OF

              SECURITIES PURSUANT TO THE PURSUANT TO THE AGREEMENTS

                     IDENTIFIED IN EXHIBITS 4.1, 4.2 AND 4.3




                                   CONSENT OF
                            FELDMAN SHERB & CO., P.C.

     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form  S-8  and in the  related  Prospectus,  of our  report  dated
September  29, 2000 (October 17, 2000 with respect to Note 14) , relating to the
financial  statements  of CeleXx  Corporation,  included in the Annual Report on
Form 10-KSB/A for the six months ended June 30, 2000 and the year ended December
31,  1999.  We also  consent  to the  reference  to our Firm  under the  caption
"Experts" in such Prospectus.

/s/ FELDMAN SHERB & CO., P.C.
- -----------------------------------
FELDMAN SHERB & CO., P.C.
Certified Public Accountants
New York, New York
Dated:  November 30, 2000