As filed with the Securities and Exchange Commission
                     on October 29 , 1999   Reg. No. 33
            ====================================================


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                     ----------------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                         --------------------------
                      CHINA PEREGRINE FOOD CORPORATION
           (Exact name of registrant as specified in its charter)
           Delaware                                     62-1681831
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      identification No.)

                        11300 US Highway 1, Suite 202
                      North Palm Beach, Florida  33408
                               (561) 625-1411
                  (Address of principal executive offices)
                  ----------------------------------------

                     ADVISORY AND CONSULTING AGREEMENTS

                            (Full title of plan)
                            --------------------

                                Roy G. Warren
                                  President
                        11300 US Highway 1, Suite 202
                      North Palm Beach, Florida  33408
                   (Name and address of agent for service)
                               (561) 625-1411
        (Telephone number, including area code of agent for service)

                                  Copy to:
                            Owen Naccarato, Esq.
                         19600 Fairchild, Suite 260
                              Irvine, CA 92612
                               (949) 851-9261
<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                         Proposed maximum      Proposed maximum
Title of securities        Amount to be         offering price       aggregate offering         Amount of
 to be registered           registered            per share                price             registration fee
-------------------------------------------------------------------------------------------------------------
<S>                          <C>                    <C>                  <C>                     <C>
Common Stock                 1,016,000              $0.623               $633,000                $175.97
( par value .001)
-------------------------------------------------------------------------------------------------------------
</TABLE>

Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the average of the
following: the exercise price of 516,000 warrants at $0.50 per share and
500,000 warrants at $0.75 per share.


                                   PART I

            INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

            *Information required by Part 1 to be contained in the Section
            10(a) prospectus is omitted from the registration statement in
            accordance with Rule 428 under the Securities Act of 1933.


                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The following documents filed by China Peregrine Food Corporation.
(the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference herein:

      (a) the Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 1998 (Commission File No. 0-11734):

      (b) all other reports filed by the Company pursuant to Section 13(a)
or Section 15 (d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1998 through the date hereof;

      (c) the Registrant's Form 10SB12G/A, file No. 000-25039 dated March
12, 1999, filed pursuant to Section 12 of the Exchange Act, in which there
is described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock, and

      (d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of
filing of such documents.

Item 4.  Description of Securities

      Not applicable.

Item 5.  Interests of Named Experts and Counsel

      Not applicable.

Item 6.  Indemnification of Directors and Officer

The Company's articles of incorporation provides that the Company "shall be
empowered to indemnify" to the full extent of its power to do so, all
directors and officers, pursuant to the applicable provisions of the
Delaware General Corporation Law. We anticipate that the Company will
indemnify its officers and directors to the full extent permitted by law.

Section 145 of the Delaware General Corporation Law provides in relevant
part as follows:

      (1)  A corporation shall have power to indemnify any person who was
      or is a party or is threatened to be made a party to any threatened,
      pending, or completed action, suit, or proceeding, whether civil,
      criminal, administrative, or investigative (other than an action by
      or in the right of the corporation) by reason of the fact that he is
      or was a director, officer, employee, or agent of the corporation, or
      is or was serving at the request of the corporation 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 action, 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. The termination of any action, suit, or proceeding by
      judgment, order, settlement, conviction, or on a plea of nolo
      contendere or its equivalent, shall not, of itself, create a
      presumption that the person did not act in good faith and in a manner
      which 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 reasonable cause to believe that his conduct was
      unlawful.

      (2)  A corporation shall have power to indemnify any person who was
      or is a party or is threatened to be made a party to any threatened,
      pending, or completed action or suit by or in the right of the
      corporation to procure a judgment in its favor by reason of the fact
      that he is or was a director, officer, employee, or agent of the
      corporation, or is or was serving at the request of the corporation
      as a director, officer, employee, or agent of another corporation,
      partnership, joint venture, trust, or other enterprise against
      expenses (including attorneys' fees) actually and reasonably incurred
      by him in connection with the defense or settlement of such action or
      suit 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
      except that no indemnification shall be made in respect of any claim,
      issue, or matter as to which such person shall have been adjudged to
      be liable for negligence or misconduct in the performance of his duty
      to the corporation unless and only to the extent that the court in
      which such action or suit was  brought shall determine on application
      that, despite the adjudication of liability but in view of all
      circumstances of the case, such person is fairly and reasonably
      entitled to indemnity for such expenses which such court shall deem
      proper.

      (3)  To the extent that a director, officer, employee, or agent of a
      corporation has been successful on the merits or otherwise in defense
      of any action, suit, or proceeding referred to in 1) or (2) of this
      subsection, or in defense of any claim, issue or matter therein, he
      shall be indemnified against expenses (including attorneys' fees)
      actually and reasonably incurred by him in connection therewith.

      (4)  The indemnification provided by this section shall not be deemed
      exclusive of any other rights to which those seeking indemnification
      may be entitled under any bylaws, agreement, vote of stockholders or
      disinterested directors or otherwise, both as to action in his
      official capacity and as to action in another capacity while holding
      such office, and shall  continue as to a person who has ceased to be
      a director, officer, employee, or agent and shall inure to the
      benefit of the heirs, executors, and administrators of such a person.

Insofar as indemnification by the Company for liabilities arising under the
Securities Act may be permitted to officers and directors of the Company
pursuant to the foregoing provisions or otherwise, we are aware that, in
the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.

Item 7.  Exemption from Registration Claimed

      Not applicable.

Item 8.  Exhibits

      The Exhibits to this registration statement are listed in the index
to Exhibits on page 8.

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 1933:

            (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:

            (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement; provided, however, that paragraph (1)(i) and (I)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraph is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15 (d) of the Exchange Act that
are incorporated by reference in this Registration Statement.

      (2)   That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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.

            To remove from registration by mean of a post-effective
amendment any of the securities being registered hereunder that remain
unsold at the termination of the offering.

            The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13 (a) or Section 15 (d) of
the Securities and 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.

      (3)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933  may be permitted to directors, officers and
controlling persons of the Company pursuant to the above-described
provisions or otherwise, the Company has been advised that in the opinion
of the Commission such indemnification is against public policy as
expressed in the Securities act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company 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 of 1933 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 a 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 North Palm Beach, State of
Florida on October 25, 1999.

                                         CHINA PEREGRINE FOOD CORPORATION:

                                         By /s/ Roy G. Warren
                                                ----------------------
                                                Roy G. Warren, Chief
                                                Executive Officer,
                                                President and Director

                                         By /s/ Michael Davis
                                                ---------------------
                                                Michael Davis, Chief
                                                Financial Officer

                                         By /s/ Susan Lurvey
                                                ---------------------------
                                                Susan Lurvey, Secretary
                                                and Treasurer


      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
    Signature                       Title                        Date
    ---------                       -----                        ----
<S>                        <C>                            <C>
/s/ Roy G. Warren          Chief Executive Officer
-----------------
    Roy G. Warren          President and Director         October 25, 1999

/s/ Michael Davis          Chief Financial Officer        October 25, 1999
-----------------
    Michael Davis

/s/ Susan Lurvey           Secretary and Treasurer        October 25, 1999
----------------
    Susan Lurvey
</TABLE>


                              INDEX TO EXHIBITS


Exhibit
  NO.                      Description
-------                     -----------

 4.1        Advisory and Consulting Agreements

 5.1        Opinion of Counsel, regarding the legality of the securities
            registered hereunder.

23.1        Consent of Independent Public Accountants.

23.2        Consent of Counsel (included as part of Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "description": "BODY OF FORM S-8", "secsgml_size_bytes": 16626}]
{"company-data": {"conformed-name": "CHINA PEREGRINE FOOD CORP", "cik": "0001061029", "assigned-sic": "2020", "irs-number": "621681831", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89923", "film-number": "99737214"}, "business-address": {"street1": "777 SOUTH FLAGLER DR STE 1113", "street2": "PHILLIPS POINT WEST TOWER", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401", "phone": "5163660070"}, "mail-address": {"street1": "777 SOUTH FLAGLER DR STE 1113", "street2": "PHILLIPS POINT WEST TOWER", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401"}}
As filed with the Securities and Exchange Commission
                     on October 29 , 1999   Reg. No. 33
            ====================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                     ----------------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                         --------------------------
                      CHINA PEREGRINE FOOD CORPORATION
           (Exact name of registrant as specified in its charter)
           Delaware                                     62-1681831
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      identification No.)

                        11300 US Highway 1, Suite 202
                      North Palm Beach, Florida  33408
                               (561) 625-1411
                  (Address of principal executive offices)
                  ----------------------------------------

                     ADVISORY AND CONSULTING AGREEMENTS

                            (Full title of plan)
                            --------------------

                                Roy G. Warren
                                  President
                        11300 US Highway 1, Suite 202
                      North Palm Beach, Florida  33408
                   (Name and address of agent for service)
                               (561) 625-1411
        (Telephone number, including area code of agent for service)

                                  Copy to:
                            Owen Naccarato, Esq.
                         19600 Fairchild, Suite 260
                              Irvine, CA 92612
                               (949) 851-9261
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                         Proposed maximum      Proposed maximum
Title of securities        Amount to be         offering price       aggregate offering         Amount of
 to be registered           registered            per share                price             registration fee
-------------------------------------------------------------------------------------------------------------
Common Stock                 1,016,000              $0.623               $633,000                $175.97
( par value .001)
-------------------------------------------------------------------------------------------------------------
Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the average of the
following: the exercise price of 516,000 warrants at $0.50 per share and
500,000 warrants at $0.75 per share.

                                   PART I

            INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

            *Information required by Part 1 to be contained in the Section
            10(a) prospectus is omitted from the registration statement in
            accordance with Rule 428 under the Securities Act of 1933.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The following documents filed by China Peregrine Food Corporation.
(the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference herein:

      (a) the Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 1998 (Commission File No. 0-11734):

      (b) all other reports filed by the Company pursuant to Section 13(a)
or Section 15 (d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1998 through the date hereof;

      (c) the Registrant's Form 10SB12G/A, file No. 000-25039 dated March
12, 1999, filed pursuant to Section 12 of the Exchange Act, in which there
is described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock, and

      (d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of
filing of such documents.

Item 4.  Description of Securities

      Not applicable.

Item 5.  Interests of Named Experts and Counsel

      Not applicable.

Item 6.  Indemnification of Directors and Officer

The Company's articles of incorporation provides that the Company "shall be
empowered to indemnify" to the full extent of its power to do so, all
directors and officers, pursuant to the applicable provisions of the
Delaware General Corporation Law. We anticipate that the Company will
indemnify its officers and directors to the full extent permitted by law.

Section 145 of the Delaware General Corporation Law provides in relevant
part as follows:

      (1)  A corporation shall have power to indemnify any person who was
      or is a party or is threatened to be made a party to any threatened,
      pending, or completed action, suit, or proceeding, whether civil,
      criminal, administrative, or investigative (other than an action by
      or in the right of the corporation) by reason of the fact that he is
      or was a director, officer, employee, or agent of the corporation, or
      is or was serving at the request of the corporation 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 action, 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. The termination of any action, suit, or proceeding by
      judgment, order, settlement, conviction, or on a plea of nolo
      contendere or its equivalent, shall not, of itself, create a
      presumption that the person did not act in good faith and in a manner
      which 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 reasonable cause to believe that his conduct was
      unlawful.

      (2)  A corporation shall have power to indemnify any person who was
      or is a party or is threatened to be made a party to any threatened,
      pending, or completed action or suit by or in the right of the
      corporation to procure a judgment in its favor by reason of the fact
      that he is or was a director, officer, employee, or agent of the
      corporation, or is or was serving at the request of the corporation
      as a director, officer, employee, or agent of another corporation,
      partnership, joint venture, trust, or other enterprise against
      expenses (including attorneys' fees) actually and reasonably incurred
      by him in connection with the defense or settlement of such action or
      suit 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
      except that no indemnification shall be made in respect of any claim,
      issue, or matter as to which such person shall have been adjudged to
      be liable for negligence or misconduct in the performance of his duty
      to the corporation unless and only to the extent that the court in
      which such action or suit was  brought shall determine on application
      that, despite the adjudication of liability but in view of all
      circumstances of the case, such person is fairly and reasonably
      entitled to indemnity for such expenses which such court shall deem
      proper.

      (3)  To the extent that a director, officer, employee, or agent of a
      corporation has been successful on the merits or otherwise in defense
      of any action, suit, or proceeding referred to in 1) or (2) of this
      subsection, or in defense of any claim, issue or matter therein, he
      shall be indemnified against expenses (including attorneys' fees)
      actually and reasonably incurred by him in connection therewith.

      (4)  The indemnification provided by this section shall not be deemed
      exclusive of any other rights to which those seeking indemnification
      may be entitled under any bylaws, agreement, vote of stockholders or
      disinterested directors or otherwise, both as to action in his
      official capacity and as to action in another capacity while holding
      such office, and shall  continue as to a person who has ceased to be
      a director, officer, employee, or agent and shall inure to the
      benefit of the heirs, executors, and administrators of such a person.

Insofar as indemnification by the Company for liabilities arising under the
Securities Act may be permitted to officers and directors of the Company
pursuant to the foregoing provisions or otherwise, we are aware that, in
the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.

Item 7.  Exemption from Registration Claimed

      Not applicable.

Item 8.  Exhibits

      The Exhibits to this registration statement are listed in the index
to Exhibits on page 8.

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 1933:

            (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:

            (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement; provided, however, that paragraph (1)(i) and (I)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraph is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15 (d) of the Exchange Act that
are incorporated by reference in this Registration Statement.

      (2)   That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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.

            To remove from registration by mean of a post-effective
amendment any of the securities being registered hereunder that remain
unsold at the termination of the offering.

            The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13 (a) or Section 15 (d) of
the Securities and 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.

      (3)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933  may be permitted to directors, officers and
controlling persons of the Company pursuant to the above-described
provisions or otherwise, the Company has been advised that in the opinion
of the Commission such indemnification is against public policy as
expressed in the Securities act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company 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 of 1933 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 a 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 North Palm Beach, State of
Florida on October 25, 1999.

                                         CHINA PEREGRINE FOOD CORPORATION:

                                         By /s/ Roy G. Warren
                                                ----------------------
                                                Roy G. Warren, Chief
                                                Executive Officer,
                                                President and Director

                                         By /s/ Michael Davis
                                                ---------------------
                                                Michael Davis, Chief
                                                Financial Officer

                                         By /s/ Susan Lurvey
                                                ---------------------------
                                                Susan Lurvey, Secretary
                                                and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                       Title                        Date
    ---------                       -----                        ----
/s/ Roy G. Warren          Chief Executive Officer
-----------------
    Roy G. Warren          President and Director         October 25, 1999

/s/ Michael Davis          Chief Financial Officer        October 25, 1999
-----------------
    Michael Davis

/s/ Susan Lurvey           Secretary and Treasurer        October 25, 1999
----------------
    Susan Lurvey
INDEX TO EXHIBITS

Exhibit
  NO.                      Description
-------                     -----------

 4.1        Advisory and Consulting Agreements

 5.1        Opinion of Counsel, regarding the legality of the securities
            registered hereunder.

23.1        Consent of Independent Public Accountants.

23.2        Consent of Counsel (included as part of Exhibit 5.1)