1


                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 21, 1997, except for Note
12, as to which the date is January 23, 1998, which appears on page F-2 of the
Company's Prospectus dated January 27, 1998, which is incorporated by reference
for the year ended September 30, 1997. We also consent to the reference to us
as "experts" in such Registration Statement.




/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP

Houston, Texas
June 26, 1998