EXHIBIT 23.2



                           CONSENT OF MCCARTHY TETRAULT


We hereby consent to the reference to us under the headings "Risk Factors -
Risks Related to Conflicts of Interest and Limitations on Fiduciary Duties"
and "Legal Matters" in the Prospecuts forming part of this Amendment No. 1 to
the Registration Statement, but we do not thereby admit that we are within
the class of persons whose consent is required under the provisions of the
Securities Act or the rules and regulations of the Commission thereunder.




/s/ McCarthy Tetrault LLP

McCarthy Tetrault LLP


Calgary, Alberta
July 8, 2002