INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Eagle Capital International, Ltd.
(Formerly IAC, Inc.)
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying balance sheet of Eagle Capital International,
Ltd. (formerly IAC, Inc.) (a development stage company) as of December 31, 1998,
and the related statements of operations, stockholders' equity (deficit) and
cash flows for the year then ended and from inception of the development stage
on January 1, 1998 through December 31, 1998. 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. The financial
statements of the Company for the year ended December 31, 1997, were audited by
other auditors whose report, dated April 15, 1998, expressed an unqualified
opinion on those statements and included an explanatory paragraph concerning the
Company's ability to continue as a going concern.

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 Eagle Capital International,
Ltd. (formerly IAC, Inc.) (a development stage company) as of December 31, 1998
and the results of its operations and its cash flows for the year then ended and
from inception of the development stage on January 1, 1998 through December 31,
1998 in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company with no
significant operating results, which raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 4. The financial statements do not include any
adjustments that might result from the outcome of the uncertainty.

/s/ Jones, Jensen & Company
Salt Lake City, Utah
July 26, 1999