Form: S-1/A

General form of registration statement for all companies including face-amount certificate companies

September 14, 2000

EXHIBIT 23.2

Published on September 14, 2000


Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 28, 1999, with respect to the financial
statements of Power Circuits, Inc. included in this Registration Statement and
related Prospectus.

/s/ ERNST & YOUNG LLP


Irvine, California
September 13, 2000