Registration No. 333-__________




                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                                 11-2844247
      (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                    Identification No.)

100 Sweeneydale Avenue, Bay Shore, New York                 11706
(Address of principal executive offices)                  (Zip Code)

                            1998 Stock Incentive Plan
                            (Full title of the plan)

                           Michael O'Reilly, President
                       Windswept Environmental Group, Inc.
                             100 Sweeneydale Avenue
                            Bay Shore, New York 11706
                     (Name and address of agent for service)

                                 (516) 694-7060
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              Neil M. Kaufman, Esq.
                            Kaufman & Associates, LLC
                   50 Charles Lindbergh Boulevard - Suite 206
                          Mitchel Field, New York 11553
                                 (516) 222-5100



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                Proposed         Proposed
                                 Amount to       maximum          maximum          Amount of
   Title of each class of           be       offering price   offering price     registration
securities to be registered      registered    per unit(1)        price(1)            fee

<S>                               <C>             <C>            <C>                 <C>
Common Stock, par value $.001
per sharee (the (Common Stock")   2,000,000       $0.41          $820,000            $241.90

<FN>
(1)  Estimated  solely  for  purposes  of  calculating  the  registration  fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
     upon the closing price of the Common Stock on August 14, 1998. 
(2)  Pursuant  to  Rule 416, there are also being registered such indeterminable
     additional  shares  of  Common Stock as may become issuable pursuant to the
     anti-dilution provisions contained in the 1998 Stock Incentive Plan.
</FN>
</TABLE>

================================================================================

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

     The following documents filed by Windswept  Environmental  Group, Inc. (the
"Registrant")  with the Securities and Exchange  Commission  (the  "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(Commission File No. 0-17072),  are hereby  incorporated  into this Registration
Statement on Form S-8 (this "Registration Statement") by reference thereto:

               (a) The Registrant's  Annual Report on Form 10-KSB for the fiscal
     year ended April 30, 1998; and
               (b)  The  description  of  the  Common  Stock  contained  in  the
     Registrant's Registration Statement on Form 8-A, including any amendment or
     report filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of the offering of the Common Stock  pursuant to the 1998 Stock  Incentive  Plan
(the  "Plan"),  shall  be  deemed  to  be  incorporated  by  reference  in  this
Registration  Statement  and made a part hereof as of the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any other  subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


Item 4.   Description of Securities.

          Not applicable.


Item 5.   Interests of Named Experts and Counsel.

          Not applicable.


Item 6.   Indemnification of Directors and Officers.

     The  Registrant's  Certificate  of  Incorporation,   as  amended  to  date,
eliminates,  in  certain  circumstances,  the  liability  of  directors  of  the
Registrant  for  monetary  damages  for  breach  of their  fiduciary  duties  as
directors  unless the breach  involves:  (i) a director's duty of loyalty to the
Registrant or the Registrants' stockholders,  (ii) acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii)  liability for unlawful  payments of dividends or unlawful stock purchases
or  redemptions  by the  Registrant or (iv) a transaction  from which a director
derived an improper personal  benefit.  Additionally,  the Registrant's  By-laws
provide  that any  person  who is made  party to an action by reason of the fact
that such person is or was a director,  officer,  advisor,  employee or agent of
the  Registrant  shall be  indemnified  by the  Registrant to the fullest extent
authorized by Delaware law, which  indemnification shall not be deemed exclusive
of any other rights to which any  indemnified  person may be entitled  under any
By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

<PAGE>

Item 7.   Exemption from Registration Claimed.

          Not applicable.


Item 8.   Exhibits.

          Set forth below are all exhibits to the Registration Statement:

Exhibit
Number    Description
4.1       1998 Stock Incentive Plan.
5.1       Opinion of Kaufman & Associates, LLC.
23.1      Consent of BDO Seidman, LLP.
23.2      Consent of PricewaterhouseCoopers LLP.
23.3      Consent of Kaufman & Associates, LLC. (Included in legal opinion filed
          as Exhibit 5.1.)
24        Powers  of  Attorney  (set  forth  on  the  Signature  Page  of  the 
          Registration Statement).


 Item 9.  Undertakings.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the  "Securities  Act") may be  permitted  to  directors,  officers and
controlling  persons  of the  Registrant  pursuant  to  any  of  the  provisions
described under Item 6 above, or otherwise, the Registrant has been advised that
in the opinion of the Commission such  indemnification  is against public policy
as expressed in the  Securities  Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will governed by the final adjudication of such issue.

     The Registrant hereby undertakes that it will:

          (1) File, during any period in which it offers or sells securities,  a
     post-effective amendment to this registration statement to:
               (a)  include any prospectus required by Section  10(a)(3) of  the
          Securities Act;
               (b)  reflect  in  the  prospectus  any  facts  or events  arising
          after the effective date of the Registration Statement (or most recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  Registration  Statement;  notwithstanding  the  forgoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in the volume and price  represent no more
          than a 20% change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          Registration Statement; and
               (c)  Include  any  material  information  with  respect  to  the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

     provided,  however, the undertakings set forth in clauses (1)(a) and (1)(b)
     above shall not apply if the information required to be included in a post-
     effective amendment by such clauses is contained in periodic reports  filed
     with or furnished to the  Commission by the Registrant pursuant to  Section
     13 or  15(d) of the Exchange Act, that are incorporated by reference in the
     Registration Statement.


<PAGE>

          (2)  For  determining  any  liability  under the Securities Act, treat
     each  post-effective  amendment  as  a  new  registration  statement of the
     securities  offered,  and  the  offering  of the securities at that time to
     be the initial bona fide offering; and

          (3) File a post-effective amendment to remove from registration any of
     the securities that remain unsold at the termination of the offering.

     The Registrant hereby further  undertakes that, for purposes of determining
liability  under the  Securities  Act,  each of the  Registrant's  annual report
pursuant  to section  13(a) or section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Town of Islip,  State of New York, on the 19th day of August
1998.

                                       WINDSWEPT ENVIRONMENTAL GROUP, INC

                                 By:   /s/ Michael O'Reilly
                                       Michael O'Reilly
                                       Chairman, President and Chief Executive 
                                                  Officer

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Registration  Statement has been signed on August 19, 1998 by the following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes and appoints Michael  O'Reilly and Alan W. Schoenbart,  or either of
them, with full power of substitution, his/her true and lawful attorneys-in-fact
and  agents to do any and all acts and  things in  his/her  name and on  his/her
behalf in his/her  capacities  indicated  below which they or either of them may
deem necessary or advisable to enable  Windswept  Environmental  Group,  Inc. to
comply with the Securities Act of 1933, as amended,  and any rules,  regulations
and requirements of the Securities and Exchange  Commission,  in connection with
this Registration  Statement including  specifically,  but not limited to, power
and  authority  to sign for  him/her in his/her  name in the  capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or said  attorneys-in-fact's and agents' substitute or substitutes,  may
lawfully do or cause to be done by virtue thereof.


                                Chairman, President and Chief Executive Officer
/s/ Michael O'Reilly            (Principal Executive Officer)
    Michael O'Reilly


/s/ Alan W. Schoenbart          Chief  Financial  Officer  (Principal Accounting
    Alan W. Schoenbart                            (Officer)


/s/ Anthony Towell              Director
    Anthony Towell


/s/ Samuel Sadove               Director
    Samuel Sadove


/s/ Joann O'Reilly              Director
    Joann O'Reilly


                                Director
    Dr. Kevin Phillips

<PAGE>


                       WINDSWEPT ENVIRONMENTAL GROUP, INC

                       REGISTRATION STATEMENT ON FORM S-8

                                  Exhibit Index


Exhibit
Number    Description
4.1       1998 Stock Incentive Plan.
5.1       Opinion of Kaufman & Associates, LLC.
23.1      Consent of BDO Seidman, LLP.
23.2      Consent of PricewaterhouseCoopers LLP.
23.3      Consent of Kaufman & Associates, LLC. (Included in legal opinion filed
          as Exhibit 5.1.) 
24        Powers  of  Attorney  (set  forth  on  the  Signature  Page  of   the 
          Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 14579}]
{"company-data": {"conformed-name": "WINDSWEPT ENVIRONMENTAL GROUP INC", "cik": "0000814915", "assigned-sic": "4955", "irs-number": "112844247", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61905", "film-number": "98695044"}, "business-address": {"street1": "100 SWEENEYDALE AVE", "city": "BAY SHORE", "state": "NY", "zip": "11706", "phone": "5166947060"}, "mail-address": {"street1": "100 SWEENEYDALE AVE", "city": "BAY SHORE", "state": "NY", "zip": "11706"}, "former-company": [{"former-conformed-name": "COMPREHENSIVE ENVIRONMENTAL SYSTEMS INC", "date-changed": "19950222"}, {"former-conformed-name": "INTEGRATED RESOURCE TECHNOLOGIES INC /DE/", "date-changed": "19941014"}, {"former-conformed-name": "INTERNATIONAL BANKCARD SERVICES CORP", "date-changed": "19920703"}]}
Registration No. 333-__________

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                                 11-2844247
      (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                    Identification No.)

100 Sweeneydale Avenue, Bay Shore, New York                 11706
(Address of principal executive offices)                  (Zip Code)

                            1998 Stock Incentive Plan
                            (Full title of the plan)

                           Michael O'Reilly, President
                       Windswept Environmental Group, Inc.
                             100 Sweeneydale Avenue
                            Bay Shore, New York 11706
                     (Name and address of agent for service)

                                 (516) 694-7060
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              Neil M. Kaufman, Esq.
                            Kaufman & Associates, LLC
                   50 Charles Lindbergh Boulevard - Suite 206
                          Mitchel Field, New York 11553
                                 (516) 222-5100

                         CALCULATION OF REGISTRATION FEE
Proposed         Proposed
                                 Amount to       maximum          maximum          Amount of
   Title of each class of           be       offering price   offering price     registration
securities to be registered      registered    per unit(1)        price(1)            fee
Common Stock, par value $.001
per sharee (the (Common Stock")   2,000,000       $0.41          $820,000            $241.90
(1)  Estimated  solely  for  purposes  of  calculating  the  registration  fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
     upon the closing price of the Common Stock on August 14, 1998. 
(2)  Pursuant  to  Rule 416, there are also being registered such indeterminable
     additional  shares  of  Common Stock as may become issuable pursuant to the
     anti-dilution provisions contained in the 1998 Stock Incentive Plan.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by Windswept  Environmental  Group, Inc. (the
"Registrant")  with the Securities and Exchange  Commission  (the  "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(Commission File No. 0-17072),  are hereby  incorporated  into this Registration
Statement on Form S-8 (this "Registration Statement") by reference thereto:

               (a) The Registrant's  Annual Report on Form 10-KSB for the fiscal
     year ended April 30, 1998; and
               (b)  The  description  of  the  Common  Stock  contained  in  the
     Registrant's Registration Statement on Form 8-A, including any amendment or
     report filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of the offering of the Common Stock  pursuant to the 1998 Stock  Incentive  Plan
(the  "Plan"),  shall  be  deemed  to  be  incorporated  by  reference  in  this
Registration  Statement  and made a part hereof as of the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any other  subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The  Registrant's  Certificate  of  Incorporation,   as  amended  to  date,
eliminates,  in  certain  circumstances,  the  liability  of  directors  of  the
Registrant  for  monetary  damages  for  breach  of their  fiduciary  duties  as
directors  unless the breach  involves:  (i) a director's duty of loyalty to the
Registrant or the Registrants' stockholders,  (ii) acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii)  liability for unlawful  payments of dividends or unlawful stock purchases
or  redemptions  by the  Registrant or (iv) a transaction  from which a director
derived an improper personal  benefit.  Additionally,  the Registrant's  By-laws
provide  that any  person  who is made  party to an action by reason of the fact
that such person is or was a director,  officer,  advisor,  employee or agent of
the  Registrant  shall be  indemnified  by the  Registrant to the fullest extent
authorized by Delaware law, which  indemnification shall not be deemed exclusive
of any other rights to which any  indemnified  person may be entitled  under any
By-Law, agreement, vote of stockholders or disinterested directors or otherwise.
Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          Set forth below are all exhibits to the Registration Statement:

Exhibit
Number    Description
4.1       1998 Stock Incentive Plan.
5.1       Opinion of Kaufman & Associates, LLC.
23.1      Consent of BDO Seidman, LLP.
23.2      Consent of PricewaterhouseCoopers LLP.
23.3      Consent of Kaufman & Associates, LLC. (Included in legal opinion filed
          as Exhibit 5.1.)
24        Powers  of  Attorney  (set  forth  on  the  Signature  Page  of  the 
          Registration Statement).

 Item 9.  Undertakings.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the  "Securities  Act") may be  permitted  to  directors,  officers and
controlling  persons  of the  Registrant  pursuant  to  any  of  the  provisions
described under Item 6 above, or otherwise, the Registrant has been advised that
in the opinion of the Commission such  indemnification  is against public policy
as expressed in the  Securities  Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will governed by the final adjudication of such issue.

     The Registrant hereby undertakes that it will:

          (1) File, during any period in which it offers or sells securities,  a
     post-effective amendment to this registration statement to:
               (a)  include any prospectus required by Section  10(a)(3) of  the
          Securities Act;
               (b)  reflect  in  the  prospectus  any  facts  or events  arising
          after the effective date of the Registration Statement (or most recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  Registration  Statement;  notwithstanding  the  forgoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in the volume and price  represent no more
          than a 20% change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          Registration Statement; and
               (c)  Include  any  material  information  with  respect  to  the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

     provided,  however, the undertakings set forth in clauses (1)(a) and (1)(b)
     above shall not apply if the information required to be included in a post-
     effective amendment by such clauses is contained in periodic reports  filed
     with or furnished to the  Commission by the Registrant pursuant to  Section
     13 or  15(d) of the Exchange Act, that are incorporated by reference in the
     Registration Statement.
(2)  For  determining  any  liability  under the Securities Act, treat
     each  post-effective  amendment  as  a  new  registration  statement of the
     securities  offered,  and  the  offering  of the securities at that time to
     be the initial bona fide offering; and

          (3) File a post-effective amendment to remove from registration any of
     the securities that remain unsold at the termination of the offering.

     The Registrant hereby further  undertakes that, for purposes of determining
liability  under the  Securities  Act,  each of the  Registrant's  annual report
pursuant  to section  13(a) or section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Town of Islip,  State of New York, on the 19th day of August
1998.

                                       WINDSWEPT ENVIRONMENTAL GROUP, INC

                                 By:   /s/ Michael O'Reilly
                                       Michael O'Reilly
                                       Chairman, President and Chief Executive 
                                                  Officer

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Registration  Statement has been signed on August 19, 1998 by the following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes and appoints Michael  O'Reilly and Alan W. Schoenbart,  or either of
them, with full power of substitution, his/her true and lawful attorneys-in-fact
and  agents to do any and all acts and  things in  his/her  name and on  his/her
behalf in his/her  capacities  indicated  below which they or either of them may
deem necessary or advisable to enable  Windswept  Environmental  Group,  Inc. to
comply with the Securities Act of 1933, as amended,  and any rules,  regulations
and requirements of the Securities and Exchange  Commission,  in connection with
this Registration  Statement including  specifically,  but not limited to, power
and  authority  to sign for  him/her in his/her  name in the  capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or said  attorneys-in-fact's and agents' substitute or substitutes,  may
lawfully do or cause to be done by virtue thereof.

                                Chairman, President and Chief Executive Officer
/s/ Michael O'Reilly            (Principal Executive Officer)
    Michael O'Reilly

/s/ Alan W. Schoenbart          Chief  Financial  Officer  (Principal Accounting
    Alan W. Schoenbart                            (Officer)

/s/ Anthony Towell              Director
    Anthony Towell

/s/ Samuel Sadove               Director
    Samuel Sadove

/s/ Joann O'Reilly              Director
    Joann O'Reilly

                                Director
    Dr. Kevin Phillips
WINDSWEPT ENVIRONMENTAL GROUP, INC

                       REGISTRATION STATEMENT ON FORM S-8

                                  Exhibit Index

Exhibit
Number    Description
4.1       1998 Stock Incentive Plan.
5.1       Opinion of Kaufman & Associates, LLC.
23.1      Consent of BDO Seidman, LLP.
23.2      Consent of PricewaterhouseCoopers LLP.
23.3      Consent of Kaufman & Associates, LLC. (Included in legal opinion filed
          as Exhibit 5.1.) 
24        Powers  of  Attorney  (set  forth  on  the  Signature  Page  of   the 
          Registration Statement).