EXHIBIT 23.02



                         CONSENT OF INDEPENDENT AUDITORS



The Board of Directors and Stockholders
Invivo Corporation:

We consent to the use of our report dated August 5, 2003, except for Note 19,
which is as of October 27, 2003, with respect to the consolidated balance
sheets of Invivo Corporation and subsidiaries as of June 30, 2003 and 2002, and
the related consolidated statements of income, stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended June 30, 2003, and the related financial statement schedule, which
reports appear in the June 30, 2003 annual report on Form 10-K/A of Invivo
Corporation.



San Francisco, California
December 3, 2003