REPORT OF DELOITTE & TOUCHE GMBH, INDEPENDENT AUDITORS

To the Shareholders
Saale Energie GmbH
Schkopau, Germany

We have audited the accompanying balance sheet of Saale Energie GmbH (SEG) as of December 31, 1996, and the related statements of operations and of cash flows for the year then ended. These financial statements are the responsibility of SEG's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards in Germany and 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 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 Saale Energie GmbH as of December 31, 1996, and the results of its operations for the year then ended, in conformity with accounting principles generally accepted in Germany.

Generally accepted accounting principles in Germany vary in certain significant respects from generally accepted accounting principles in the United States of America. Application of generally accepted accounting principles in the United States of America would have affected the results of operations for the year ended December 31, 1996 and shareholders' equity as of December 31, 1996 to the extent summarized in Note C to the financial statements.

Halle, Germany
October 31, 1997

DELOITTE & TOUCHE GmbH
Wirtschaftsprufungsgesellschaft

(Roder)