DARBY ACQUISITION CORP
SB-2/A, EX-24.1, 2000-11-29
BLANK CHECKS
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CONSENT OF COUNSEL


     Whiteman  Osterman & Hanna does  hereby  consent to the use of our  opinion
dated November 22, 2000 to Darby Acquisition Corporation to be used and filed in
connection with the SB-2  Registration  Statement and Prospectus,  as filed with
the Securities and Exchange Commission.

                                                Whiteman Osterman & Hanna


                                                By:____________________________
                                                Name:
                                                Title:


                                       -4-




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