January 2006

        The Audit Committee is appointed by the Company’s Board of Directors (“Board”) to oversee the Company’s (1) financial reporting process, including the financial reports and other financial information provided to the public; (2) systems of internal control; (3) annual independent audit of the Company’s financial statements; and to provide an open avenue of communication among the independent auditors, management and the Board. In discharging its oversight role, the Committee shall review the policies and procedures adopted by the Company to fulfill its responsibilities regarding the fair and accurate presentation of financial statements in accordance with generally accepted accounting principles and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and the National Association of Securities Dealers (“NASD”) applicable to Nasdaq listed issuers. Additionally, the Committee is empowered to investigate any matter within its scope of responsibilities with full access to all books, records, facilities and personnel of the Company, and retain independent counsel, auditors and other experts in the conduct of any such investigation. The responsibilities of the Audit Committee are as set forth in this Charter. These responsibilities shall not be deemed to include the duty to plan or conduct audits, or to determine whether the Company’s financial statements are complete and accurate and are prepared in accordance with generally accepted accounting principles, which shall remain the responsibility of management and the independent auditors. The Board and Audit Committee are in place to represent the Company’s stockholders. Accordingly, the independent auditor is ultimately accountable to the Board and the Audit Committee. The Audit Committee shall not be required to conduct any investigation or to ensure compliance with any laws and or regulations, except to the extent necessary to fulfill its duties as set forth herein.

        The Audit Committee shall be comprised of three or more directors as determined by the Board, elected in accordance with the requirements of the Company’s By-Laws. Each member shall satisfy the independence and other requirements of the SEC and the rules of the NASD applicable to Nasdaq-listed issuers and shall be able to read and understand fundamental financial statements prepared in accordance with the rules of the NASD applicable to Nasdaq-listed issuers. At least one member shall have past employment experience in finance or accounting, a professional certification in accounting or other comparable experience or background that results in the individual’s possessing the requisite financial sophistication, including a current or past position as a chief executive or financial officer or other senior officer with financial oversight responsibilities.

        The Committee’s policies and procedures will remain flexible, in order to best react to changing conditions.



Review this Charter at least annually and update as conditions dictate.



With respect to the Company’s independent auditors:



The Committee is responsible for the appointment, compensation and oversight of the independent auditors’ work.



The Committee shall preapprove all audit and non-audit services provided by the independent auditors to the Company other than as may be allowed by applicable law. The Committee may delegate to one or more designated Committee members the authority to grant such preapproval. The decisions of any Committee member to whom authority is delegated hereunder shall be presented to the Committee at each of its scheduled meetings. The independent auditors shall be ultimately accountable to the Board and to the Committee as representatives of the Company’s shareholders.



The Committee shall review the independence of the independent auditors, including a review of all services, and related fees. The Committee shall request that the independent auditors at least annually provide a formal written statement delineating all relationships between the independent auditors and the Company consistent with the rules of the NASD applicable to Nasdaq-listed issuers and request information from the independent auditors and management to determine the presence or absence of a conflict of interest. The Committee shall actively engage the auditors in a dialogue with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditors. The Committee shall take, or recommend that the full Board take, appropriate action to oversee the independence of the auditors.



The oversight work of the Committee shall include the resolution of any disagreements between management and the independent auditors regarding financial reporting for the purpose of the preparation or issuance of the audit report and related work.



Review and discuss with management and the independent auditors, before release, the audited financial statements and Management’s Discussion and Analysis proposed to be included in the Company’s Annual Report in Form 10-K and the unaudited interim financial statements and Management’s Discussion and Analysis proposed to be included in the Company’s quarterly reports in Form 10-Q. Make a recommendation to the Board whether or not the audited financial statements should be included in the Company’s Annual Report on Form 10-K.



Review with management and the independent auditors the unaudited operating results and related discussion proposed to be included in the Company’s quarterly news release.



In consultation with the independent auditors and management, consider and review at the completion of the annual examinations and such other times as the Committee may deem appropriate:



The Company’s annual financial statements and related notes.



The independent auditors’ audit of the financial statements and their report thereon.



The independent auditors’ reports regarding critical accounting policies, alternative treatments of financial information and other material written communications between the independent auditors and management.



Any significant changes required in the independent auditors’ audit plan.



The adequacy of the Company’s system of internal financial controls.



Any material deficiency in, or suggested improvement to, the procedures or practices employed by the Company as reported by the independent auditors in their annual management letter.



The effect or potential effect of any regulatory regime, accounting initiatives or off-balance sheet structures on the Company’s financial statements.



Any correspondence with regulators or governmental agencies and any employee complaints or published reports that raise material issues regarding the Company’s financial statements or accounting policies.



Other matters related to the conduct of the audit, which are to be communicated to the Committee under generally accepted auditing standards.



The Company’s SEC disclosure controls and procedures.



Review and approve related party transactions.



Discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as modified or supplemented.



Issue the Audit Committee Report prepared in conformity with Item 306(a) of SEC Regulation S-K for inclusion in the Company’s annual proxy statement.



Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.



Review with the Company’s counsel, legal compliance matters and any legal matter that could have a significant impact on the Company’s financial statements.



Perform any other activities consistent with this Charter, the Company’s By-laws and governing law, as the Committee or the Board deems necessary or appropriate in order to fulfill its duties and responsibilities.

        The Committee shall meet four times annually, or more frequently as the Committee deems necessary. In order to foster open communication, the Committee will meet with management and the independent auditors in separate sessions at least quarterly.