Independent Auditors' Report

February 7, 1997



Board of Directors and Stockholders
S.G. Torrey Atlanta, Ltd. And Affiliates
5400 Highlands Parkway
Smyrna, Georgia 30082

Dear Sirs:

We have audited the accompanying  combined balance sheet of S.G. Torrey Atlanta,
Ltd., and the related combined  statements of equities,  income,  and cash flows
for the year then ended.  These financial  statements are the  responsibility of
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provided a reasonable basis for our opinion.

In our  opinion,  the financial  statement  referred to above present fairly, in
all material respects, the financial position of S.G. Torrey Atlanta, Ltd., an S
Corporation,  and  Affiliates as of December 31, 1996,  and the results of their
operations  and their  cash  flows for the year then  ended in  conformity  with
generally accepted accounting principles.

Yours very truly,



/s/ Brian Land
Whittington, McLemore, Land, Davis, and White, C.P.A.'s, P.C.