WILLIAM W. WASHAUER ATTORNEY AT LAW CITICORP CENTER SUITE 2100 ONE SANSOME STREET P.O. BOX 472019 SAN FRANCISCO, CA 94147 TEL: (415) 951-4636 June 16, 1997 Board of Directors RESOURCENET COMMUNICATIONS, INC. F/K/A The AdsOnly Group, Incorporated One Sansome Street,Suite 2000 San Francisco, CA 94104 Re: ResourceNet Communications, Inc. (the "Company) Post-Effective Amendment No. 1 to Form SB-2 Dear Sirs: I hereby consent to the use of my name as an expert under the heading "Legal Matters" in the prospectus (the "Prospectus") included in the Post-Effective Amendment No. 1 to the Registration Statement on Form SB-2 being filed with the Securities and Exchange Commission by the Company. The foregoing consent applies only to legal matters concerning the validity of the Common Stock to which the Prospectus pertains, and not to any other matters. Very truly yours, /s/ WILLIAM W. WASHAUER William W. Washauer WWW/wfw cc: Durland & Company, CPA's