ESCALA GROUP, INC.
 
Amended and Restated Audit Committee Charter
 
      This Audit Committee Charter ("Charter") has been adopted by the Board of
Directors (the "Board") of Escala Group, Inc. (the "Company"). The Audit
Committee of the Board (the "Committee") shall review and reassess the adequacy
of this Charter annually and recommend any proposed changes to the Board for
approval.
 
Membership; Organization
 
      The membership of the Committee shall consist of three or more directors
as determined by the Board, each of whom shall be free of any relationship that,
in the opinion of the Board, may interfere with such member's individual
exercise of independent judgment. Each Committee member shall also meet the
independence requirements for serving on audit committees as set forth in the
listing standards of the Nasdaq National Market (the "Nasdaq"). In addition,
each Committee member shall meet the requirements for "financial literacy" and
at least one member shall have "accounting or related financial management
expertise", as such terms are defined in the applicable listing standards of the
Nasdaq.
 
      Members of the Committee shall be appointed by the Board. The Board may
remove members of the Committee with or without cause at any time. Unless a
chairman of the Committee is appointed by the Board, the members of the
Committee shall elect a chairman of the Committee by majority vote of the full
Committee membership. The chairman shall be responsible for leadership of the
Committee, including scheduling and presiding over meetings, preparing agendas,
making regular reports to the Board, and maintaining regular liaison with the
Chief Executive Officer, Chief Financial Officer, the lead independent audit
partner, and the director of internal audit.
 
      The Committee shall meet at least four times annually or more frequently
as circumstances dictate. A majority of the members shall constitute a quorum.
If a quorum is present, a majority of the members present shall decide any
question brought before the Committee. The chairman of the Committee may call a
meeting of the Committee upon due notice to each other member at least
twenty-four hours prior to the meeting and any member of the Committee may do so
upon due notice at least forty-eight hours prior to the meeting.
 
      The Committee shall maintain free and open communication (including
private executive sessions at least annually) with the independent auditors, the
internal auditors, and Company management. In discharging its oversight role,
the Committee shall have full access to all Company books, records, facilities,
personnel, and outside professionals. The Committee may retain such independent
counsel and other advisors as it determines are necessary to carry out its
duties. The Company shall provide such funding as the Committee determines is
appropriate in connection with the retention of such advisors and the
compensation of any independent auditor for audit, review or attest services, as
well as for the ordinary administrative expenses of the Committee in carrying
out its duties. Each member of the Committee shall be entitled to rely on (i)
the integrity of those persons and organizations within and outside the Company
from which it receives information, (ii) the accuracy of the financial and other
information provided by such persons or organizations absent actual knowledge to
the contrary (which shall be promptly reported to the Board), and (iii)
representations made by management as to all audit and non-audit services
provided by the auditors to the Company.
 
Responsibilities
 
      The Committee is directly responsible for the appointment, compensation,
retention and oversight of the work of any independent auditor engaged
(including resolution of disagreements between management and the auditor
regarding financial reporting) for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for the Company.
Each such firm shall report directly to the Committee. The Committee shall also
be responsible for overseeing the accounting and financial reporting processes
of the Company and the audits of the financial statements of the Company.
 
      The Committee and the Board recognize that management (including the
internal audit staff) and the independent auditors have more resources and time
and more detailed knowledge and information regarding the Company's accounting,
financial and auditing practices than do Committee members. The Committee's job
is one of oversight. Management is responsible for the preparation,
presentation, and integrity of the Company's financial statements. Management
and the internal auditing department are responsible for maintaining appropriate
accounting and financial reporting principles and practices and internal
controls and procedures designed to assure compliance with accounting standards
and applicable laws and regulations. The independent auditors are responsible
for auditing the annual financial statements, reviewing the Company's quarterly
financial statements prior to the filing of each quarterly report on Form 10-Q,
and other procedures.
 
      Although the Board and the Committee may wish to consider other duties
from time to time, the general recurring activities of the Committee in carrying
out its oversight role are described below. The Committee shall be responsible
for:
 
o     Retaining the independent auditors to audit the annual financial
      statements of the Company (subject to stockholder ratification, if
      applicable) and review the quarterly financial statements of the Company.
      Although the Committee has the sole authority to appoint the independent
      auditor, the Committee will continue the longstanding practice of
      recommending that the Board ask the Company's stockholders at their annual
      meeting to approve the Committee's selection of independent auditor.
 
o     Evaluating the performance of the independent auditors, determining the
      compensation of the independent auditors and, where appropriate,
      recommending the replacement of such auditors.
 
o     Either (i) approving, in advance, the engagement of the independent
      auditors to perform any audit or permissible non-audit service or (ii)
      establishing pre-approval policies and procedures for such services in
      accordance with Rule 2-01(c)(7) of Regulation S-X. The Committee shall not
      approve the engagement of the independent auditors to render any of the
      non-audit services which are prohibited by Rule 2-01(c)(4) of Regulation
      S-X.
 
o     Annually obtaining from the independent auditors a formal written
      statement describing all relationships between the auditors and the
      Company, addressing the matters set forth in Independence Standards Board
      Standard No. 1. The Committee shall actively engage in a dialogue with the
      independent auditors with respect to any disclosed relationships that may
      impact the objectivity and independence of the auditors and shall consider
      whether the independent auditors' provision of permissible non-audit
      services to the Company, if any, is compatible with the auditors'
      independence. The Committee shall take appropriate actions to satisfy
      itself as to the auditors' independence.
 
o     Reviewing the audited financial statements and discussing them with
      management and the independent auditors. These discussions shall include
      the matters required to be discussed under Statement of Auditing Standards
      No. 61, as modified or supplemented, and consideration of the quality of
      the Company's accounting principles as applied in its financial reporting.
      Such discussions may include a review of particularly sensitive accounting
      estimates, reserves and accruals, review of judgmental areas, review of
      audit adjustments, review of risk exposures that may have a material
      impact on the Company's financial statements and the steps management has
      taken to monitor and control such exposures, and other such inquiries as
      the Committee or the independent auditors shall deem appropriate. Based on
      its review, the Committee shall make its 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 (or the Annual Report to
      Stockholders, if distributed prior to the filing of the Form 10-K).
 
o     Obtaining from the independent auditors timely (in accordance with Rule
      2-07 of Regulation S-X) reports regarding critical accounting policies and
      procedures to be used in an audit, all alternative treatments within GAAP
      for policies and practices related to material items that have been
      discussed with management (including the ramifications of the use of the
      alternative disclosures and treatments and the treatment preferred by the
      independent auditors), and other material written communications between
      the independent auditors and management (such as any management letters
      provided by the auditors and any Company response to such letters and any
      schedules of unadjusted differences).
 
o     Preparing annually a report to be included in the Company's proxy
      statement as required by the rules of the Securities and Exchange
      Commission, and submitting such report to the Board for approval.
 
o     Overseeing the relationship with the independent auditors, including
      discussing with the auditors the planning and staffing of the audit and
      the nature and rigor of the audit process, receiving and reviewing audit
      reports, reviewing with the auditors any problems or difficulties the
      auditors may have encountered in carrying out their responsibilities, and
      providing the auditors full access to the Committee and the Board to
      report on all appropriate matters.
 
o     Providing oversight of the Company's auditing, accounting and financial
      reporting principles, policies, controls, procedures and practices, and
      reviewing significant changes to the foregoing as suggested by the
      independent auditors, internal auditors or management.
 
o     Reviewing with management and the independent auditors the interim
      financial information prior to the Company's filing of each Form 10-Q;
      this review shall be done by the Committee as a whole or through the
      Committee chairman.
 
o     Annually obtaining from the independent auditors a formal written
      statement of the fees billed for audit services, audit-related services,
      tax services and all other services rendered by the independent auditors
      for the most recent fiscal year, as well as the nature of the services
      comprising the fees disclosed under each category other than audit fees,
      the percentage of hours expended on the audit engagement that were
      attributed to persons other than the auditors' full-time, permanent
      employees (if greater than 50%) and the percentage of services under each
      category (other than audit fees) that were approved by the Committee after
      the provision of services under the "de minimis" safe harbor of Rule
      2-01(c)(7) of Regulation S-X.
 
o     Reviewing and approving all "related party" transactions which would be
      required to be disclosed under Item 404 of Regulation S-K.
 
o     Discussing with management, the internal auditors and the independent
      auditors the quality and adequacy of the Company's internal audit controls
      and procedures and the internal audit function's organization,
      responsibilities, plans, results, budget and staffing, as well as
      providing oversight to internal audit activities, including review of
      significant reports prepared by the internal auditors, and management's
      response.
 
o     Reviewing any disagreements between management and the independent auditor
      in connection with the preparation of the financial statements. The
      Committee shall resolve any disagreements between management and the
      independent auditor regarding financial reporting. The
      Committee shall review any significant difficulties reported by the
      independent auditor in conducting the audit, including any restrictions on
      the scope of work or access to required information.
 
o     Discussing with management and/or the Company's general counsel any legal
      matters (including the status of pending litigation) that may have a
      material impact on the Company's financial statements, and any material
      reports or inquiries from regulatory or governmental agencies.
 
o     Evaluating the rotation of the independent auditor as well as the rotation
      of the lead audit and reviewing partners at the independent auditor. The
      Committee shall confirm, in consultation with the independent auditor,
      that the lead audit and reviewing partners assigned by the independent
      auditor have been rotated in compliance with Rule 2-01(c)(6) of Regulation
      S-X.
 
o     Establishing and maintaining procedures for the receipt, retention and
      treatment of complaints regarding accounting, internal accounting or
      auditing matters.
 
o     Establishing and maintaining procedures for the confidential, anonymous
      submission by Company employees regarding questionable accounting or
      auditing matters.
 
o     Reviewing and investigating any matters pertaining to the integrity of
      management, including conflicts of interests or adherence to standards of
      business conduct as required in the Company's policies, including the
      Company's Code of Ethics for the Chief Executive Officer and senior
      financial officers and any other code of business conduct that may be in
      effect from time to time. The Committee shall review and assess the
      adequacy of all such codes from time to time.
 
o     Reviewing and recommending appropriate insurance coverage for directors
      and officers.
 
o     Reporting its activities to the full Board and making such recommendations
      with respect to the above and any other matters as the Committee may deem
      necessary or appropriate.