CONSENT OF COUNSEL

We hereby consent to the use of our name as legal counsel in the
Registration Statement filed on Form SB-2 pursuant to the Securities Act of 1933
(the "Act") by PVAXX Corporation.

                                   NADEAU & SIMMONS, P.C.

                                   /S/ Nadeau & Simmons, P.C.
                                   By:_____________________________

                                   Providence, RI
                                   July 15, 2000



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