AUDITORS REPORT TO THESHAREHOLDERS OF

Exhibit 10.14

AUDITORS’ REPORT TO THE SHAREHOLDERS

OF

LAMAR SIGNAL PROCESSING LTD.

We have audited the accompanying balance sheets of LAMAR SIGNAL PROCESSING LTD. (the “Company”) as of December 31, 2002 and 2001, and the related statements of operations, changes in shareholders’ deficiency and cash flows for the years 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 audits.

We conducted our audits in accordance with generally accepted auditing standards in Israel and in the United States, including those prescribed under the Auditors’ Regulations (Auditor’s Mode of Performance), 1973. 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 financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2002 and 2001, and the results of its operations, changes in shareholders’ deficiency and its cash flows for the years then ended, in conformity with accounting principles generally accepted in Israel.

Without qualifying our opinion we draw attention to Note 1C regarding the Company’s dependence on financing from external sources for its operations.

LUBOSHITZ KASIERER

An affiliate member of Ernst & Young International

Haifa, Israel

April 2, 2003