content: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
  
                           VIASTAR HOLDINGS, INCORPORATED
  --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
  
           Nevada                                               88-0380343
  --------------------------------------------------------------------------------
  (State or Other Jurisdiction of                (IRS Employer Identification No.)
   Incorporation or Organization)
  
                             2141 Palomar Airport Road,
                                     Suite 310,
                             Carlsbad, California 92009
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
  
              2003 EMPLOYEES/CONSULTANTS COMMON STOCK COMPENSATION PLAN
  --------------------------------------------------------------------------------
                              (Full title of the plan)
  
                            Laughlin International, Inc.
                              2533 North Carson Street
                              Carson City, Nevada 89706
  --------------------------------------------------------------------------------
                       (Name and address of agent for service)
  
                                   (775) 883-4874
  --------------------------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
  <table>
  <caption>
                                                      CALCULATION OF REGISTRATION FEE
  
  ========================== =================== ========================== ======================= ===================
  <S>                                <C>                   <C>                       <C>                   <C>
   Title of Securities To       Amount To Be         Proposed Maximum          Proposed Maximum         Amount of
        Be Registered            Registered              Offering            Aggregate Offering      Registration Fee
                                                    Price Per Share(1)             Price(1)
                             ------------------- -------------------------- ----------------------- -------------------
  Common Stock,               3,000,000 shares             $1.07                  $3,210,000             $295.32
  $0.001 Par Value
  ========================== =================== ========================== ======================= ===================
  </table>
  (1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
  registration  fee,  pursuant to Rules 457(c) and 457(h) of the Securities Act of
  1933,  on the  basis of the last  trade for  shares  of common  stock on the OTC
  Bulletin Board on July 14, 2003.
  
                                         1
  <PAGE>
  
                                    INTRODUCTION
  
       This Registration Statement on Form S-8 is filed by Viastar Holdings, Inc.,
  a Nevada  corporation  (the  "Registrant"),  relating to 3,000,000 shares of its
  common  stock,  par value $0.001 per share (the  "Stock"),  issuable to eligible
  employees   of  the   Registrant   under  the  Viastar   Holdings,   Inc.   2003
  Employees/Consultants Common Stock Compensation Plan (the "Plan").
  
       In  accordance  with  the  instructional  Note to Part I of  Form  S-8,  as
  promulgated by the Securities and Exchange  Commission (the  "Commission"),  the
  information  specified  by  Part I of  Form  S-8  has  been  omitted  from  this
  Registration  Statement on Form S-8 for offers of Common  Stock  pursuant to the
  Plan.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Certain Documents by Reference.
          -----------------------------------------------
  
       The  following  documents  have  been  filed  by the  Registrant  with  the
       Commission  pursuant  to the  Securities  Exchange  Act  of  1934  and  are
       incorporated by reference into this Registration Statement:
  
       1.   Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
            2002 and filed with the  Commission on April 15, 2003,  and amended on
            April 24, 2003.
  
       2.   Quarterly  Reports on Form 10-QSB for the fiscal  quarter  ended March
            31, 2003, and filed with the Commission on May 20, 2003.
  
       3.   Current Report on Form 8-K filed with the Commission on July 3, 2003.
  
       4.   Description of  Registrant's  common stock,  which is contained in the
            Registrant's   Registration   Statement  on  Form  10SB12G,  File  No.
            000-28485,  as filed with the  Commission  on December 13,  1999,  and
            thereafter  amended  on January  31,  2000,  February  18,  2000,  and
            February 28, 2000, respectively.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c),  14 or  15 of  the  Exchange  Act  after  the  date  of  filing  of  this
  Registration   Statement  and  prior  to  such  time  as  the  Company  files  a
  post-effective amendment to this Registration Statement which indicates that all
  common shares  covered by this  Registration  Statement  have been sold or which
  deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
  incorporated by reference in the  registration  statement and to be part thereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated or deemed to be incorporated  herein by reference will be deemed to
  be modified or  superseded  for  purposes  hereof to the extent that a statement
  contained herein or in any other subsequently filed document which also is or is
  deemed to be  incorporated  herein by  reference  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 thereof.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
       Not Applicable
  
                                         2
  <PAGE>
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       Not Applicable
  
  ITEM 6. INDEMNIFICATION OP DIRECTORS AND OFFICERS
  
       Pursuant to Section  78.7502 of the Nevada  Revised  Statutes,  we have the
  power to indemnify any person made a party to any lawsuit by reason of being our
  director or officer, or serving at our request as a director,  officer, employee
  or agent of another  corporation,  partnership,  joint  venture,  trust or other
  enterprise against expenses (including  attorneys' fees),  judgments,  fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with such actions,  suit or proceeding if he acted in good faith and in a manner
  he  reasonably  believed  to be in or not opposed to the best  interests  of the
  corporation,  and,  with respect to any criminal  action or  proceeding,  had no
  reasonable cause to believe his conduct was unlawful.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
       Not Applicable
  
  ITEM 8. EXHIBITS
  
       Reference is made to the Exhibit Index.
  
  ITEM 9. UNDERTAKINGS
  
       (a)  The undersigned Registrant hereby undertakes:
  
           (1)   To file,  during  any  period in which  offers or sales are being
                 made, a post-effective amendment to this Registration Statement:
  
           (i)   To include any  prospectus  required by Section  10(a) (3) of the
                 Securities Act;
  
           (ii)  To reflect in the  prospectus  any facts or events  arising after
                 the effective  date of this  Registration  Statement (or the most
                 recent post-effective  amendment thereof) which,  individually or
                 in  the  aggregate,   represent  a  fundamental   change  in  the
                 information   set   forth   in   this   Registration   Statement.
                 Notwithstanding the foregoing, 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  high  or low 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 volume and price represent no more than 20 percent
                 change in the maximum  aggregate  offering price set forth in the
                 "Calculation  of   Registration   Fee"  table  in  the  effective
                 Registration Statement; and
  
           (iii) To include any additional or changed material  information on the
                 plan of distribution not previously disclosed in the Registration
                 Statement  or any  material  change  to such  information  in the
                 Registration Statement.
  
       PROVIDED HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply
  if the  information  required to be included in a  post-effective  amendment  by
  those paragraphs is contained in periodic reports filed with or furnished to the
  
  
                                         3
  <PAGE>
  
  Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
  Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
  Registration Statement.
  
       (2) That, for the purpose of determining any liability under the Securities
  Act, each such post-effective amendment shall be deemed to be a new registration
  statement  relating to the securities  offered therein,  and the offering of the
  securities  at that time shall be deemed to be the  initial  bona fide  offering
  thereof.
  
       (3) To remove from registration by means of a post-effective  amendment any
  of the securities being registered which remain unsold at the termination of the
  offering.
  
       (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
  determining  any liability  under the Securities Act of 1933, each filing of the
  Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
  Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
  employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
  Securities  Exchange  Act of 1934)  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.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors,  officers and controlling  persons of
  the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
  Registrant  has been advised that in the opinion of the  Securities and Exchange
  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 be governed by the final adjudication of such issue.
  
  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 of the
  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 City of Carlsbad,  State of California,  on this 15th day of
  July, 2003.
  
                                                   VIASTAR HOLDINGS, INCORPORATED
  
                                                   By: /s/ Gennaro Buonocore
                                                       ---------------------------
                                                            Gennaro Buonocore
                                                   Its: Chairman
  
                                                   By: /s/ George Malasek
                                                       ---------------------------
                                                           George Malasek
                                                   Its: President
  
                                         4
  <PAGE>
  
  Pursuant to the requirements of the Securities Act, this Registration  Statement
  has been  signed by the  following  persons in the  capacities  and on the dates
  indicated.
  
  ------------------------------ ---------------------------- ----------------
    Signature                     Title                        Date
  ------------------------------ ---------------------------- ----------------
  /s/Gennaro Buonocore           Director                     July 15, 2003
  ------------------------------ ---------------------------- ----------------
  /s/George Malasek              Director                     July 15, 2003
  ------------------------------ ---------------------------- ----------------
  /s/John Daley                  Director                     July 15, 2003
  ------------------------------ ---------------------------- ----------------
  
                                    EXHIBIT INDEX
  
       ----------------- ---------------------------------------------------------
        Exhibit Number      Description
       ----------------- ---------------------------------------------------------
             5.1         Opinion and Consent of Counsel
       ----------------- ---------------------------------------------------------
             10.1        2003 Employees/Consultants Common Stock Compensation Plan
       ----------------- ---------------------------------------------------------
             23.2        Consent of Independent Auditor
       ----------------- ---------------------------------------------------------
  
  
                                         5
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "formseight.txt", "description": "VIASTAR HOLDINGS FORM S-8", "secsgml_size_bytes": 14800}]
metadata_filer: {"company-data": {"conformed-name": "VIASTAR HOLDINGS INC", "cik": "0001098226", "assigned-sic": "7812", "irs-number": "880380343", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110359", "film-number": "03987287"}, "business-address": {"street1": "2141 PALOMAR AIRPORT ROAD", "street2": "SUITE 310", "city": "CARLSBAD", "state": "CA", "zip": "92009", "phone": "760-390-2752"}, "mail-address": {"street1": "2141 PALOMAR AIRPORT ROAD", "street2": "SUITE 310", "city": "CARLSBAD", "state": "CA", "zip": "92009"}, "former-company": {"former-conformed-name": "CLUBCHARLIE COM INC", "date-changed": "19991102"}}
text: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                           VIASTAR HOLDINGS, INCORPORATED
  --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
           Nevada                                               88-0380343
  --------------------------------------------------------------------------------
  (State or Other Jurisdiction of                (IRS Employer Identification No.)
   Incorporation or Organization)
  
                             2141 Palomar Airport Road,
                                     Suite 310,
                             Carlsbad, California 92009
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
  
              2003 EMPLOYEES/CONSULTANTS COMMON STOCK COMPENSATION PLAN
  --------------------------------------------------------------------------------
                              (Full title of the plan)
  
                            Laughlin International, Inc.
                              2533 North Carson Street
                              Carson City, Nevada 89706
  --------------------------------------------------------------------------------
                       (Name and address of agent for service)
  
                                   (775) 883-4874
  --------------------------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  CALCULATION OF REGISTRATION FEE
  
  ========================== =================== ========================== ======================= ===================
  Title of Securities To       Amount To Be         Proposed Maximum          Proposed Maximum         Amount of
        Be Registered            Registered              Offering            Aggregate Offering      Registration Fee
                                                    Price Per Share(1)             Price(1)
                             ------------------- -------------------------- ----------------------- -------------------
  Common Stock,               3,000,000 shares             $1.07                  $3,210,000             $295.32
  $0.001 Par Value
  ========================== =================== ========================== ======================= ===================
  (1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
  registration  fee,  pursuant to Rules 457(c) and 457(h) of the Securities Act of
  1933,  on the  basis of the last  trade for  shares  of common  stock on the OTC
  Bulletin Board on July 14, 2003.
  
                                         1
  INTRODUCTION
  
       This Registration Statement on Form S-8 is filed by Viastar Holdings, Inc.,
  a Nevada  corporation  (the  "Registrant"),  relating to 3,000,000 shares of its
  common  stock,  par value $0.001 per share (the  "Stock"),  issuable to eligible
  employees   of  the   Registrant   under  the  Viastar   Holdings,   Inc.   2003
  Employees/Consultants Common Stock Compensation Plan (the "Plan").
  
       In  accordance  with  the  instructional  Note to Part I of  Form  S-8,  as
  promulgated by the Securities and Exchange  Commission (the  "Commission"),  the
  information  specified  by  Part I of  Form  S-8  has  been  omitted  from  this
  Registration  Statement on Form S-8 for offers of Common  Stock  pursuant to the
  Plan.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Certain Documents by Reference.
          -----------------------------------------------
  
       The  following  documents  have  been  filed  by the  Registrant  with  the
       Commission  pursuant  to the  Securities  Exchange  Act  of  1934  and  are
       incorporated by reference into this Registration Statement:
  
       1.   Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
            2002 and filed with the  Commission on April 15, 2003,  and amended on
            April 24, 2003.
  
       2.   Quarterly  Reports on Form 10-QSB for the fiscal  quarter  ended March
            31, 2003, and filed with the Commission on May 20, 2003.
  
       3.   Current Report on Form 8-K filed with the Commission on July 3, 2003.
  
       4.   Description of  Registrant's  common stock,  which is contained in the
            Registrant's   Registration   Statement  on  Form  10SB12G,  File  No.
            000-28485,  as filed with the  Commission  on December 13,  1999,  and
            thereafter  amended  on January  31,  2000,  February  18,  2000,  and
            February 28, 2000, respectively.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c),  14 or  15 of  the  Exchange  Act  after  the  date  of  filing  of  this
  Registration   Statement  and  prior  to  such  time  as  the  Company  files  a
  post-effective amendment to this Registration Statement which indicates that all
  common shares  covered by this  Registration  Statement  have been sold or which
  deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
  incorporated by reference in the  registration  statement and to be part thereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated or deemed to be incorporated  herein by reference will be deemed to
  be modified or  superseded  for  purposes  hereof to the extent that a statement
  contained herein or in any other subsequently filed document which also is or is
  deemed to be  incorporated  herein by  reference  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 thereof.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
       Not Applicable
  
                                         2
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       Not Applicable
  
  ITEM 6. INDEMNIFICATION OP DIRECTORS AND OFFICERS
  
       Pursuant to Section  78.7502 of the Nevada  Revised  Statutes,  we have the
  power to indemnify any person made a party to any lawsuit by reason of being our
  director or officer, or serving at our request as a director,  officer, employee
  or agent of another  corporation,  partnership,  joint  venture,  trust or other
  enterprise against expenses (including  attorneys' fees),  judgments,  fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with such actions,  suit or proceeding if he acted in good faith and in a manner
  he  reasonably  believed  to be in or not opposed to the best  interests  of the
  corporation,  and,  with respect to any criminal  action or  proceeding,  had no
  reasonable cause to believe his conduct was unlawful.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
       Not Applicable
  
  ITEM 8. EXHIBITS
  
       Reference is made to the Exhibit Index.
  
  ITEM 9. UNDERTAKINGS
  
       (a)  The undersigned Registrant hereby undertakes:
  
           (1)   To file,  during  any  period in which  offers or sales are being
                 made, a post-effective amendment to this Registration Statement:
  
           (i)   To include any  prospectus  required by Section  10(a) (3) of the
                 Securities Act;
  
           (ii)  To reflect in the  prospectus  any facts or events  arising after
                 the effective  date of this  Registration  Statement (or the most
                 recent post-effective  amendment thereof) which,  individually or
                 in  the  aggregate,   represent  a  fundamental   change  in  the
                 information   set   forth   in   this   Registration   Statement.
                 Notwithstanding the foregoing, 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  high  or low 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 volume and price represent no more than 20 percent
                 change in the maximum  aggregate  offering price set forth in the
                 "Calculation  of   Registration   Fee"  table  in  the  effective
                 Registration Statement; and
  
           (iii) To include any additional or changed material  information on the
                 plan of distribution not previously disclosed in the Registration
                 Statement  or any  material  change  to such  information  in the
                 Registration Statement.
  
       PROVIDED HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply
  if the  information  required to be included in a  post-effective  amendment  by
  those paragraphs is contained in periodic reports filed with or furnished to the
  
                                         3
  Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
  Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
  Registration Statement.
  
       (2) That, for the purpose of determining any liability under the Securities
  Act, each such post-effective amendment shall be deemed to be a new registration
  statement  relating to the securities  offered therein,  and the offering of the
  securities  at that time shall be deemed to be the  initial  bona fide  offering
  thereof.
  
       (3) To remove from registration by means of a post-effective  amendment any
  of the securities being registered which remain unsold at the termination of the
  offering.
  
       (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
  determining  any liability  under the Securities Act of 1933, each filing of the
  Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
  Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
  employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
  Securities  Exchange  Act of 1934)  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.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors,  officers and controlling  persons of
  the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
  Registrant  has been advised that in the opinion of the  Securities and Exchange
  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 be governed by the final adjudication of such issue.
  
  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 of the
  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 City of Carlsbad,  State of California,  on this 15th day of
  July, 2003.
  
                                                   VIASTAR HOLDINGS, INCORPORATED
  
                                                   By: /s/ Gennaro Buonocore
                                                       ---------------------------
                                                            Gennaro Buonocore
                                                   Its: Chairman
  
                                                   By: /s/ George Malasek
                                                       ---------------------------
                                                           George Malasek
                                                   Its: President
  
                                         4
  Pursuant to the requirements of the Securities Act, this Registration  Statement
  has been  signed by the  following  persons in the  capacities  and on the dates
  indicated.
  
  ------------------------------ ---------------------------- ----------------
    Signature                     Title                        Date
  ------------------------------ ---------------------------- ----------------
  /s/Gennaro Buonocore           Director                     July 15, 2003
  ------------------------------ ---------------------------- ----------------
  /s/George Malasek              Director                     July 15, 2003
  ------------------------------ ---------------------------- ----------------
  /s/John Daley                  Director                     July 15, 2003
  ------------------------------ ---------------------------- ----------------
  
                                    EXHIBIT INDEX
  
       ----------------- ---------------------------------------------------------
        Exhibit Number      Description
       ----------------- ---------------------------------------------------------
             5.1         Opinion and Consent of Counsel
       ----------------- ---------------------------------------------------------
             10.1        2003 Employees/Consultants Common Stock Compensation Plan
       ----------------- ---------------------------------------------------------
             23.2        Consent of Independent Auditor
       ----------------- ---------------------------------------------------------
  
                                         5