Independent Auditors' Consent
The Board of Directors
Varner Technologies, Inc. and subsidaries:
We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the proxy statement - prospectus.
Our report dated May 1, 2000, contains an explanatory paragraph that states that
the Company has suffered recurring losses from operations and has a net capital
deficiency, which raise sustantial doubt about its ability to continue as a
going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of that uncertainity.
St. Louis, Missouri KPMG LLP
July 7, 2000
