Exhibit 99.2

                        Report of Independent Auditors


The Board of Directors and
Stockholders of Independent Child Study Teams, Inc.

We have audited the balance sheet of Independent Child Study Teams, Inc. as of 
December 31, 1994, and the related statements of income, retained earnings and 
cash flows for the year 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 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 referred to above present fairly, in
all material respects, the financial position of Independent Child Study Teams,
Inc. at December 31, 1994, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.

                                       /s/ Canterelli & Vernoia

Somerville, New Jersey
May 10, 1995

 




                        Report of Independent Auditors


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

We have audited the balance sheet of I-R, Inc. as of December 31, 1994, and the
related statements of income, retained earnings and cash flows for the year 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 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 referred to above present fairly, in 
all material respects, the financial position of I-R, Inc. at December 31, 1994,
and the results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

                                                  /s/ Canterelli & Vernoia


Somerville, New Jersey
April 25, 1995