Auditors' report

To the shareholders of NetBenefit PLC

We have audited the financial statements of NetBenefit plc for the year

ended 30 June 2001 which comprise the profit and loss account, the

balance sheets, the cash flow statement, the statement of total

recognised gains and losses and related notes 1 to 27.  These financial

statements have been prepared under the accounting policies set out

therein.

Respective

As described in the statement of directors' responsibilities, the company's

responsibilities of

directors' are responsible for the preparation of the financial statements

directors and

in accordance with applicable United Kingdom law and accounting

auditors

standards.  Our responsibility is to audit the financial statements in

accordance with relevant United Kingdom legal and regulatory

requirements, auditing standards, and the Listing Rules of the Financial

Services Authority.

We report to you our opinion as to whether the financial statements give

a true and fair view and are properly prepared in accordance with the

Companies Act 1985.  We also report to you if, in our opinion, the

Directors' report is not consistent with the financial statements, if the

Company has not kept proper accounting records, if we have not received

all the information and explanations we require for our audit, or if

information specified by law or the Listing Rules regarding Directors'

remuneration and transactions with the Company and other members of

the Group is not disclosed.

We review whether the Corporate Governance statement on pages 9 to

11 reflects the Group's compliance with the seven provisions of the

Combined Code specified for our review by the Listing Rules, and we

report if it does not.  We are not required to consider whether the Board's

statements on internal control cover all the risks  and controls, or form

an opinion on the effectiveness of the  Group's corporate governance

procedures or its risk and control procedures.

We read the directors' report and the other information contained in the

Annual Report, for the above year as described in the contents section

and consider the implications for our report if we become aware of any

apparent misstatements or material inconsistencies with the financial

statements.

Our responsibilities do not extend to any other information unless we

specifically indicate in writing otherwise.

Basis of audit

We conducted our audit in accordance with United Kingdom auditing

opinion

standards issued by the Auditing Practices Board.  An audit includes

examination, on a test basis, of evidence relevant to the amounts and

disclosures in the financial statements.  It also includes an assessment of

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