EXHIBIT 23.2

                         Independent Auditors' Report
                         ----------------------------


To the Board of Directors and Shareholders of Rasna Corporation:

We have audited the consolidated balance sheet of Rasna Corporation and its
subsidiaries as of December 31, 1994, and the related consolidated statements of
income, shareholders' equity and cash flows for the years ended December 31,
1994 and 1993 (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, such consolidated financial statements present fairly, in all
material respects, the financial position of Rasna Corporation and its
subsidiaries at December 31, 1994, and the results of their operations and their
cash flows for the years ended December 31, 1994 and 1993 in conformity with
generally accepted accounting principles.




/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

San Jose, California
April 4, 1995