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)
F-118