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                                                                    EXHIBIT 99.2


                          INDEPENDENT AUDITORS' REPORT


Board of Directors
I.R.S.C., Inc.

         We have audited the consolidated statements of income, stockholders'
equity and cash flows of I.R.S.C., Inc. and subsidiaries ("IRSC") for the year
ended December 31, 1998 (not presented separately herein). These consolidated
financial statements are the responsibility of IRSC's management. Our
responsibility is to express as opinion on these financial statements based on
our audit.

         We conducted our audit in accordance with auditing standard generally
accepted in the United States of America. 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 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 consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of IRSC for the year ended December 31, 1998, in conformity with
accounting principles generally accepted in the United States of America.


                                         /s/ Corbin & Wertz

Irvine, California
August 12, 1999