Exhibit 99.01
 
              [LETTERHEAD OF DELOITTE & TOUCHE LLP APPEARS HERE]

INDEPENDENT AUDITORS' REPORT

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, 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 Independent Child Study Teams, 
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