1
 
              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
     We hereby consent to the incorporation by reference in the Proxy Statement
and Prospectus constituting a part of this Registration Statement of our report
dated March 15, 1996, relating to the financial statements of Co-Counsel, Inc.
appearing in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995.
 
     We also consent to the reference to us under the caption "Experts" in the
Proxy Statement and Prospectus.
 
                                          /s/ BDO Seidman, LLP
 
Houston, Texas
July 10, 1996