Audit Committee Charter
 
                                                                     As Modified
                                                                        12/14/01
 
 
The Audit Committee of the Board of Directors shall be comprised of three (3)
directors selected by the Board of Directors of the Company. Each member of the
Committee shall be an independent director, as defined by the applicable rules
of the Securities and Exchange Commission and the American Stock Exchange,
without regard to listing of the Company's Common Stock thereon, each of such
Directors shall have sufficient financial experience and ability to enable such
persons to discharge the responsibilities of the Audit Committee, and shall have
accounting or related financial management expertise.
 
The following shall constitute the charter of the Audit Committee:
 
     1.   To review and discuss the audited financial statements of the Company
          with the Company's independent accountants;
 
     2.   To review and discuss the audited financial statements of the Company
          and management.
 
     3.   To discuss with the independent auditors the matters required to be
          discussed by SAS 61 (Codification of Statements on Auditing Standards,
          AU 380), as may be modified or supplemented;
 
     4.   To receive the written disclosure and the letter from the independent
          accountants required by Independence Standards Board Standard No. 1
          (Independence Standards Board Standard No. 1, Independence Discussions
          with Audit Committees), as may be modified or supplemented, and to
          discuss with the independent accountant the independent accountant's
          independence.
 
     5.   To recommend to the Board of Directors that the audited financial
          statements be included in the Company's Annual Report;
 
     6.   To review with the independent auditors the Company's independent
          system of audit and financial controls and results of internal audits
          and to review such matters with appropriate members of management;
 
     7.   To review and discuss the Company's financial reports, accounting
          standards and principles of the Company, and any significant changes
          in such standards or principles or in their application;
 
     8.   To review any matters pertaining to the integrity of management,
          including conflicts of interest, adherence to standards of business
          conduct, and report to the full Board thereon;
 
     9.   To make recommendations to the full Board with respect to management
          intentions concerning the retention of, or change in, the Company's
          independent auditor or in the personnel of the independent auditing
          firm assigned to audit the Company's financial statements; and
 
     10.  To assure compliance by the Company with the requirements of Section
          120 and 121 of the American Stock Exchange Guide to Listed Companies,
          as the same currently exist and may be amended from time to time
          hereafter.