EXHIBIT 99.1

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
LexiQuest S.A.

We have audited the accompanying consolidated balance sheets of LexiQuest S.A.
and subsidiaries as of December 31, 2000 and 2001 and the related consolidated
statements of income, changes in shareholders' equity (deficit) and cash flows
for the two years in the period ended December 31, 2001. The financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial based on our audits.

We conducted our audits 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 audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company and its subsidiaries as of December 31, 2000 and 2001, and the
consolidated results of their operations and their cash flows for the years then
ended, in conformity with generally accepted accounting principles in the United
States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As shown in the financial statements, the
Company has incurred losses of 20,011 thousand and 13,010 thousand for the
years ended December 31, 2001 and 2000, respectively. These losses have
significantly weakened the Company's financial position and its ability to meet
current operating expenses, and, at December 31, 2001, the Company's current
liabilities exceeded its current assets by 3,608 thousand. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the outcome of
this uncertainty.

Ernst & Young Audit

Represented by John Mackey
Paris, France
April 19, 2002