Exhibit 23.1


                               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 the rules and regulations of
the Securities and Exchange Commission.

                                             Very truly yours,

                                             /s/ Sichenzia, Ross & Friedman LLP

                                             SICHENZIA, ROSS & FRIEDMAN LLP

September 28, 1999