Exhibit 99.1


                             AUDIT COMMITTEE CHARTER

This charter shall be reviewed and updated annually and any change approved by
the board of directors.

ROLE AND INDEPENDENCE

The audit committee of the board of directors assists the board in fulfilling is
responsibility for oversight of the quality and integrity of the accounting,
auditing and reporting practices of the corporation and other such duties as
directed by the board. The membership of the committee shall consistent of at
least three directors who are generally knowledgeable in financial and auditing
matters, including at least one member with accounting or related financial
management expertise. Each member shall be free of any relationship that, in the
opinion of the board, would interfere with his or her individual exercise of
independent judgment and shall meet the director independence requirements for
serving on all audit committees as set forth in the corporate governance
standards of NASDAQ. The committee is expected to maintain free and open
communication (including private executive sessions at least annually) with the
independent accounts, and the management of the corporation. In discharging this
oversight role, the committee is empowered to investigate any matter brought to
its attention, with full power to retain outside counsel or other experts for
this purpose.

The board of directors shall appoint one member of the audit committee as
chairperson. He or she shall be responsible for leadership of the committee,
including preparing the agenda, presiding over the meetings, making committee
assignments and reporting to the board of directors. The chairperson will also
maintain regular liaison with the CEO, CFO and the lead independent audit
partner.

RESPONSIBILITIES

The audit committee's primary responsibilities include:

     *    Recommending to the board the independent accountant to be selected or
          restrained to audit the financial statements of the corporation. In so
          doing, the committee will request from the auditor is in fact
          independent, discuss with the auditor any relationships that may
          impact the auditor's independence, and recommend to the board any
          actions necessary to oversee the auditor's independence.

     *    Overseeing the independent auditor relationship by discussing with the
          auditor the nature and rigor of the audit process, receiving and
          reviewing audit reports, and providing the auditor full access to the
          committee (and the board) to report on any and all appropriated
          matters.

     *    Reviewing the audited financial statements and discussing them with
          management and the independent auditor. These discussions shall
          include consideration of the quality of the Company's accounting

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          principles as applied in its financial reporting, including review of
          estimates, reserves and accruals, review of judgmental areas, review
          of audit adjustments whether or not recorded and such other inquires
          as may be appropriate. Based on the review, the committee shall make
          its audit recommendation to the board as to the inclusion of the
          company's audited financial statements in the company's annual report
          on Form 10-K.

     *    Reviewing with management and the independent auditor the quarterly
          financial information prior to the company's filing of Form 10-Q. This
          review may be performed by the committee or its chairperson.

     *    Discussing with management and the external auditors the quality and
          adequacy of the company's internal controls.

     *    Discussing with management and the board the status of pending
          litigation, taxation matters and other areas of oversight to the legal
          and compliance area as may be appropriate.

     *    Reporting audit committee activities to the full board and issuing
          annually a report to be included in the proxy statement (including
          appropriate oversight conclusion) for submission to the shareholders.

MEETINGS

The Committee will hold periodic meetings and a minimum of one regular annual
review meeting. (THE PRESIDENT, CHIEF EXECUTIVE OFFICER, VICE PRESIDENT OF
FINANCE AND/OR CHIEF FINANCIAL OFFICER) may attend any meeting of the Committee,
except for portions of the meetings where his, her or their presence would be
inappropriate, as determined by the Committee Chairman.

MINUTES AND REPORTS

Minutes of each meeting of the Committee shall be kept and distributed to each
member of the Committee, members of the Board who are not members of the
Committee and the Secretary of the Company. The Chairman of the Committee shall
report to the Board from time to time, or whenever so requested by the Board.

GENERAL

The powers of the Committee shall be limited, and all activities of the
Committee shall be governed by the provisions of the Bylaws of the Company.

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