EXHIBIT 23.2


                              CONSENT OF ATTORNEYS

     The Law Firm of Greg  Gerganoff,  Attorney  at Law hereby  consents  to the
filing of the Opinion  dated May 3, 2004 issued to the  registrant as an exhibit
to the Registration Statement on Form S-8.


         Date: May 3, 2004          By: /s/ Gregory Z. Gerganoff
                                        ----------------------------
                                        Attorney at Law