EXHIBIT 24.(vii)


                 [LETTERHEAD OF PRICE WATERHOUSE APPEARS HERE]


                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors of CPM/Pacific (Private) Ltd.

In our opinion, the accompanying balance sheet, profit and loss account and 
statement of changes in financial position present fairly, in all material 
respects, the financial position of CPM/Pacific (Private) Ltd. at December 31, 
1994 and the results of their operations and changes in financial position for 
the year then ended in conformity with generally accepted accounting principles 
in Singapore. 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 of these statements in 
accordance with United States generally accepted auditing standards which 
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, assessing the accounting principles 
used and significant estimates made by management, and evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for the opinion expressed above.


/s/ Price Waterhouse

PRICE WATERHOUSE
Certified Public Accountants


Singapore

8 June 1995