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Form: POS AM

Post-effective amendment to a registration statement that is not immediately effective upon filing

September 17, 1997

EXHIBIT 5.2

Published on September 17, 1997



EXHIBIT 5.2



CONSENT OF COUNSEL


The undersigned hereby consents to the use of our name, and the
statement with respect to us appearing under the heading "Legal Matters"
included in the Post-Effective Amendment No. 1 on Form SB-2.


Warren & Perez

September 16, 1997