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                             Audit Committee Charter



Purpose

To act on behalf of the Board of Directors in providing oversight of financial
activities and operations of the Company and its subsidiaries, including
internal control structure, financial reporting to shareholders and the SEC, and
the overall performance of the independent auditors and those personnel
performing the internal audit function.


Reporting Responsibilities

Reports to the Board of Directors.


Composition and Qualifications of Members

The Committee shall be comprised of three or more directors, each of whom shall
be independent directors, and free from any relationship that, in the opinion of
the Board, may interfere with the exercise of his or her independent judgment as
a member of the Committee or independence from management and the Company. All
members of the Committee shall be financially literate as this qualification is
interpreted by the Board (or must become financially literate within a
reasonable period of time after his or her appointment), and at least one member
of the Committee shall have accounting or related financial management
expertise.


Quorum and Meetings

A quorum of the Committee shall be declared when a majority of the appointed
members of the Committee are in attendance. The Committee shall meet on a
regular basis. Meetings shall be scheduled at the discretion of the Chairman.
The Committee may ask members of management or others to attend the meeting and
provide pertinent information as necessary. The Chairman of the Audit Committee
will have authority to act on behalf of the Committee between meetings.



General Responsibilities and Duties

o    Provides open avenue of communications with those performing the internal
     audit functions, the independent (outside) auditors, management, and the
     Board of Directors.

o    As representatives of the shareholders, the Audit Committee, acting
     together with the Board, has the ultimate authority and responsibility to
     select, evaluate, and, where appropriate, replace the outside auditors (or
     nominate an outside auditor for shareholder approval in any proxy
     statement).

o    Informs the independent auditors that they are ultimately accountable to
     the Board of Directors and the Audit Committee, as representatives of the
     shareholders.

o    Ensures receipt from the independent auditors of a formal written
     statement, delineating all relationships between the independent auditors
     and the Company consistent with the Independence Standards Board Standard
     1.

o    Actively engages in a dialogue with the independent auditors with respect
     to any disclosed relationships or services that may impact their
     objectivity and independence. This includes reviewing fees for non-audit
     services performed. Responsible for taking, or recommending that the Board
     of Directors take, appropriate action to oversee the independence of the
     independent auditors.

o    Has the authority to conduct or authorize investigations into matters
     within the Committee's scope of responsibility and to retain appropriate
     professionals to assist in such investigation.

o    Meets with those performing the internal audit function, and with the
     Company's independent auditors, in executive sessions to discuss any
     matters the Committee or these persons or groups believe should be
     discussed privately.

o Annually reviews and reassesses the adequacy of the Committee's Charter.


Regarding the Independent Auditors

o    Considers, in consultation with the independent auditors and management of
     the Company, the audit scope and procedures.

o    Reviews the terms of engagement of the independent auditors including the
     proposed fees and personnel qualifications.

o    Reviews with the independent auditors, and Company financial and accounting
     personnel, the adequacy and effectiveness of the accounting and financial
     controls of the Company. Considers recommendations for the improvement of
     such internal control procedures for particular areas where new or more
     detailed controls or procedures are desirable.

o    Reviews the financial statements contained in the annual report to
     shareholders with management and the independent auditors to determine that
     the independent auditors are satisfied with the disclosure and content of
     the financial statements to be presented to the shareholders.

o    Also discusses, with the independent auditors, the quality (not just the
     acceptability) of the accounting principles and underlying estimates used
     in the audited financial statements.

o    Recommends to the Board of Directors the inclusion of the audited financial
     statements in the Company's filing on Form 10-K.

o    Reviews with management and the independent auditors, through the
     Chairperson or Committee as a whole, any matters required to be discussed
     by the then current SEC and NASDAQ Audit Committee regulations, that arise
     as a result of the independent auditors' review of the Company's interim
     financial statements prior to their inclusion in the quarterly reports on
     Form 10Q.

o        Reviews the overall performance of the independent auditors.


Limitations

The Audit Committee is responsible for the duties set forth in this Charter but
is not responsible for either the preparation of the financial statements or the
auditing of the financial statements. Management has the responsibility for
preparing the financial statements and implementing internal controls, and
independent auditors have the responsibility for auditing the financial
statements and monitoring the effectiveness of the internal controls. The review
of the financial statements by the Audit Committee is not intended to be at the
same scope, level, or quality as the audit performed by the independent
auditors. In carrying out its responsibilities, the Audit Committee will keep
its policies and procedures flexible to best react to a changing environment.