CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-K, into the Company’s previously filed Registration Statements on Form S-8 dated September 9, 1993, September 13, 1993 and February 20, 2001 and on Form S-3 dated February 13, 1995 and October 31, 2000.

/s/  Arthur Andersen

Houston, Texas

March 27, 2002