Exhibit 99.02

[LETTERHEAD OF DELOITTE & TOUCHE LLP APPEARS HERE]

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders of I-R, Inc.

We have audited the balance sheet of I-R, Inc. as of December 31, 1996, and the
related statements of income and retained earnings and cash flows for each of
the two years in the period then ended (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 audits.

We conducted our audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of I-R Inc. at December 31, 1996,
and the results of its operations and its cash flows for each of the two years
in the period then ended in conformity with generally accepted accounting
principles.

/s/ Deloitte & Touche LLP

March 14, 1997

- --------------- Deloitte Touche Tohmatsu International---------------