EXHIBIT 23.1

         WARREN J. SOLOSKI A PROFESSIONAL CORPORATION Letterhead


                               CONSENT OF COUNSEL


         We consent  to the  filing of this  opinion as an exhibit to any filing
made with the  Securities  and Exchange  Commission  or under any state or other
jurisdiction's  securities  act for the purposes of  registering,  qualifying or
establishing  eligibility for an exemption from registration or qualification of
the stock issued as described in the  Registration  Statement in connection with
the offering described therein.



         /s/  Warren J. Soloski
         ----------------------
         Warren J. Soloski
         Special Counsel to FDN, INC.










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