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                                                                EXHIBIT 99.b


                        REPORT OF INDEPENDENT AUDITORS


The Board of Directors
  and Shareholders
Infrasonics, Inc.

We have audited the consolidated statements of operations, shareholders' equity
and cash flows of Infrasonics, Inc. for the year ended June 30, 1995 (not
presented separately herein). These financial statements are the responsibility
of the Company's 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 provides a reasonable basis
for our opinion.

In our opinion, the financial statements of Infrasonics, Inc. referred to above
present fairly, in all material respects, the consolidated results of its
operations and its cash flows for the year ended June 30, 1995, in conformity
with generally accepted accounting principles.


                                                /s/ Ernst & Young LLP


San Diego, California
July 19, 1995