


                       Report of Independent Accountants

Stockholders
Saratoga Holdings I, Inc.

We have audited the accompanying  balance sheets of Saratoga Holdings I, Inc. as
of December 31, 1999 and 1998, and the related statements of operations, changes
in  stockholders'  equity  and  cash  flows  for the  years  then  ended.  Those
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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 financial position of Saratoga Holdings,
Inc. as of December 31, 1999 and 1998,  and the results of  operations  and cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial  statements,  the  Company  has  limited  cash,  working  capital  and
available  sources of financing,  raising  substantial doubt about the Company's
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



FASKE LAY & CO., L.L.P.
Austin, Texas
May 23, 2000

