EXHIBIT 23.2

                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

         Section ll(a) of the Securities Act of 1933, as amended (the
"Securities Act"), provides that if any part of a registration statement at the
time such part becomes effective contains an untrue statement of a material
fact or an omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, any person acquiring a
security pursuant to such registration statement (unless it is proved that at
the time of such acquisition such person knew of such untruth or omission) may
sue, among others, every accountant who has consented to be named as having
prepared or certified any part of the registration statement, or as having
prepared or certified any report or valuation which is used in connection with
the registration statement, with respect to the statement in such registration
statement, report or valuation which purports to have been prepared or certified
by the accountant.

         This Annual Report on Form 10-K is incorporated by reference into
Registration Statement File Nos. 333-54970 and 333-66045 on Form S-8
(collectively, the "Registration Statements") of the Company and, for purposes
of determining any liability under the Securities Act, is deemed to be a new
registration statement for each Registration Statement into which it is
incorporated by reference.

On April 22, 2002 the Board of Directors of the Company, upon the
recommendation of its Audit Committee, dismissed its independent accountants,
Arthur Andersen LLP ("Andersen"). See the Company's Current Report on Form 8-K
filed April 24, 2002 for more information. After reasonable efforts, the Company
has been unable to obtain  Andersen's written consent to the incorporation by
reference into the Registration Statements of its audit reports with respect to
the Company's financial statements as of and for the fiscal years ended December
31,2001 and 2000.

         Under these circumstances, Rule 437a under the Securities Act permits
the Company to file this Form 10-K without a written consent from Andersen.
However, as a result, with respect to transactions in the Company's securities
pursuant to the Registration Statements that occur subsequent to the date this
Annual Report on Form 10-K is filed with the Securities and Exchange Commission,
Andersen will not have any liability  under Section 1l(a) of the Securities Act
for any untrue statements of a material fact contained in the financial
statements audited by Andersen or any omissions of a material fact required to
be stated therein. Accordingly, you would be unable to assert a claim against
Andersen under Section 11(a) of the Securities Act because it has not consented
to the incorporation by reference of its previously issued reports into the
Registration Statements. To the extent provided in Section 1l(b)(3)(C) of the
Securities Act, however, other persons who are liable under Section 11 (a) of
the Securities Act, including the Company's officers and directors, may still
rely on Andersen's original audit reports as being made by an expert for
purposes of establishing a due diligence defense under Section 1l(b) of the
Securities Act.