CONSENT OF COUNSEL

We hereby consent to the reference to our firm under ""Legal Matters'' in the 
Prospectus forming a part of the Registration Statement. In giving the 
foregoing consent, we do not hereby admit that we are in the category of 
persons whose consent is required under Section 7 of the Act or th rules and 
regulations of the Securities and Exchange Commission.


                                           Very truly yours,

                                           /s/ Sichenzia, Ross & Friedman LLP
                                           SICHENZIA, ROSS & FRIEDMAN LLP