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                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
of Health Care microsystems, Inc.

We have audited the accompanying balance sheets of Health Care microsystems,
Inc. as of December 31, 1994 and 1993, and the related statements of operations,
shareholders' equity and cash flows for the years then ended. 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 Health Care microsystems, Inc.
as of December 31, 1994 and 1993 and the results of its operations and cash
flows for the years then ended in conformity with generally accepted accounting
principles.

/s/ COOPERS & LYBRAND L.L.P.

Coopers & Lybrand L.L.P.

Los Angeles, California
February 7, 1995