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                                                                    Exhibit 99.2

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
  of iDLX Holdings BV (formerly iDLX Holdings NV):

We have audited the accompanying consolidated balance sheet of iDLX Holdings BV
(formerly iDLX Holdings NV) and Subsidiary as of December 31, 2002, and the
related consolidated statement of income, changes in shareholders' equity, and
cash flow for the year 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 audit. The financial
statements of iDLX Holdings BV (formerly iDLX Holdings NV) and Subsidiary as of
December 31, 2001 were audited by other auditors who have ceased operations and
whose report dated January 25, 2002 expressed an unqualified opinion on those
financial statements before the restatement adjustments described in Note 2(e).

We conducted our audit in accordance with auditing standards generally accepted
in the United States. 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.

As discussed above, the financial statements of iDLX Holdings BV (formerly iDLX
Holdings NV) and Subsidiary as of and for the year ended December 31, 2001 were
audited by other auditors who have ceased operations. As described in Note 2(e),
application of EITF Issue No. 01-14 requires the Company to account for
reimbursements received for out-of-pocket expenses incurred, as revenues in the
statement of income and financial statements for prior periods presented are to
be reclassified to comply with these provisions. We audited the adjustments that
were applied to restate the reimbursements reflected in the 2001 financial
statements. Our procedures included (a) agreeing the amounts reimbursed to the
debit notes raised (b) reviewing the contracts specifying the amounts to be
reimbursed, and (c) agreeing the amounts received to the foreign exchange
remittance certificates issued by the authorized dealer. In our opinion, such
adjustments are appropriate and have been properly applied. However, we were not
engaged to audit, review, or apply any procedures to the 2001 financial
statements of the Company other than with respect to such adjustments and,
accordingly, we do not express an opinion or any other form of assurance on the
2001 financial statements taken as a whole.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of iDLX Holdings BV
(formerly iDLX Holdings NV) and Subsidiary at December 31, 2002, and the
consolidated results of their operations and their cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States.

/s/ S.R. Batliboi & Associates
Chennai, India
February 17, 2003