Letterhead of Price Waterhouse LLP

                        Report of Independent Accountants

January 28, 1998

To the Board of Directors and Shareholder of
H.T. Components U.S.A., Inc.

In our opinion, the accompanying balance sheet and the related statements of
operations and accumulated deficit and of cash flows present fairly, in all
material respects, the financial position of H.T. Components U.S.A., Inc. (a
subsidiary of H.T.C., Ltd.) at December 31, 1997, and the results of its
operations and its cash flows for the year in conformity with generally accepted
accounting principles. 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 of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

H.T. Components U.S.A., Inc. is a member of group of affiliated companies and,
as disclosed in note 3 to the financial statements, has extensive transactions
and relationships with members of the group. Because of these relationships, it
is possible that the terms of these transactions are not the same as those that
would result from transactions among wholly unrelated parties.


/s/ Price Waterhouse LLP