<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements on Form S-3 (333-51373), Form S-3 (333-51373); Form S-3 (333-51373),
of our report dated April 1999 on the consolidated financial statements of
Kaleidoscope Medial Group, Inc. and subsidiaries included in the 1998 Annual
Report on Form 10-KSB. We also consent to the reference to our Firm under the
caption "Experts" in the prospectuses.
/s/ Paneth, Haber & Zimmerman LLP
-----------------------------------
Paneth, Haber & Zimmerman LLP
New York, New York
July 10, 2000
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements of filing on Form 10KSB and has duly caused this Amendment to
the Form 10KSB to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on July 10, 2000.
KALEIDOSCOPE MEDIA GROUP INC.
By: /s/ Myron Hyman
---------------------------------
Myron Hyman, Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry Siegel and Paul Siegel, and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and the documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933,
this registration statement was signed by the following persons in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signatures Capacity Date
---------- -------- ----
/s/ Myron Hyman
---------------------------- Chief Executive Officer, Director July 10, 2000
Myron Hyman
/s/ Ann Collins
---------------------------- Chief Financial Officer (Principal Financial July 10, 2000
Ann Collins Officer and Principal Accounting Officer)
/s/ Kevin Eastman
---------------------------- Director July 10, 2000
Kevin Eastman
/s/ Richard Kostrya
---------------------------- Director July 10, 2000
Richard Kostrya
</TABLE>
