Amended and Restated Audit Committee Charter

GENERAL

•  The primary function of the Audit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of the Company's financial statements. Management is responsible for maintaining, and the internal auditing department is responsible for monitoring and evaluating, appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The external auditors are responsible for planning and carrying out a proper audit and reviews, including reviews of the Company's quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures.

PURPOSE OF THE AUDIT COMMITTEE

•  The Audit Committee has been established by the Board of Directors to assist the Board in monitoring the integrity of the Company's financial statements, its system of internal controls, the performance of the Company's internal and external auditors, and the qualifications and independence of the external auditors.

AUDIT COMMITTEE COMPOSITION

•  The Audit Committee shall consist of at least three directors. The members of the Audit Committee shall be appointed by the Board of Directors. One of the members shall be appointed the Audit Committee Chairperson. Audit Committee members may be replaced by the Board of Directors.

•  Each member of the Audit Committee shall be “independent” as defined under applicable U.S. Securities and Exchange Commission (“SEC”) and NASDAQ rules, subject to any appropriate exceptions or exemptions from such rules as provided by the SEC or NASDAQ.

•  At least one member of the Audit Committee shall qualify as an “audit committee financial expert” in accordance with applicable SEC rules, and pursuant to NASDAQ rules at least one member shall have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the director's financial sophistication in accordance with NASDAQ standards.

•  Each member of the Audit Committee shall be able to read and understand financial statements at the time of appointment and shall have, in accordance with NASDAQ rules, a sufficient understanding of financial reporting and internal controls, as determined by the Board of Directors, as to enable him or her to satisfy his or her duties as a member of the Audit Committee.

AUTHORITY OF THE AUDIT COMMITTEE

•  The Audit Committee shall have the authority to:

•  Make recommendations to the Board of Directors with respect to the Company's internal controls and financial reporting.

•  Exclusively appoint, replace and establish the compensation and other engagement terms of the external auditors, which shall be funded by the Company, and oversee the performance of the external auditors.

•  Evaluate the performance of the external auditors.

•  Coordinate the resolution of any disagreements between management and the external auditors regarding financial reporting.

•  Pre-approve the terms of all audit and permissible non-audit services to be provided by the external auditors.

•  Retain legal counsel, accountants or other advisers, at the cost of the Company, to advise the Audit Committee or assist it in the conduct of any review or investigation.

•  Seek any information it requires from employees or other persons.

•  Conduct or authorize investigations into any matters within its scope of responsibility.

•  The Audit Committee may, when appropriate, delegate authority to one or more of its members or to one or more subcommittees.

•  The external auditors shall report directly to the Audit Committee.

•  The Company will fund all costs of the Audit Committee in carrying out its duties.

ROLES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE

General

•  Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.

•  Annually review the Audit Committee's own performance.

•  Provide regular reports to the Board of Directors.

 

Oversight of the Company's Relationship With the External Auditors

•  Confer with the external auditors prior to commencement of the audit to discuss the proposed scope of the audit and timely review of the Company's quarterly filings.

•  Confer with the external auditors to discuss the results of the audit and quarterly reviews prior to the Company's annual earnings being released.

•  Discuss with the external auditors the matters required to be discussed by Generally Accepted Auditing Standards, including the Statement on Auditing Standards No. 61, and SEC rules and regulations relating to the conduct of the audit and the quarterly reviews.

•  Receive on a periodic basis from the external auditors, and review, a formal written statement from the external auditors, consistent with Independence Standards Board Standard 1.

•  Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

•  Take any appropriate action it determines to be necessary in response to the external auditors' report on independence.

•  Review the experience and qualifications of the senior members of the external auditor team and consider regular rotation as required by applicable SEC rules or as otherwise appropriate.

Oversight of the Company's Internal Audit Function

•  Review the organizational structure, qualifications and performance of the internal auditing personnel.

•  Review significant reports to management prepared by the internal audit personnel and management's responses.

•  Review and approve the Internal Audit Plan annually.

•  Review and approve any changes to the Internal Audit charter.

Financial Statement and Disclosure Matters

•  Review and discuss with management the annual and quarterly financial statements, including Management's Discussion and Analysis (“MD&A”), and recommend to the Board of Directors whether the audited financial statements shall be included in the Company's Form 10-K.

•  Discuss with management and the external auditors any significant financial reporting issues arising in connection with the preparation of the Company's annual financial statements, including:

•  any significant changes in the Company's selection or application of accounting principles;

•  any major issues as to the adequacy of the Company's internal controls;

•  critical accounting estimates and policies;

•  the effect of any significant alternative assumptions or estimates on the Company's annual financial statements; and

•  other material communications between the external auditors and management, including any management letter.

•  Discuss with management the expected effect of any significant regulatory, accounting and financial reporting initiatives reported to the Audit Committee.

•  Discuss with the external auditors any difficulties encountered in the course of their audit or review work, including any restrictions on their scope of activities or on access to requested information or any significant disagreements with management.

•  Discuss with management the Company's major financial risk exposures, including the Company's risk management policies.

•  Prepare all reports required by applicable SEC or NASDAQ rules, including reports required to be included in the proxy statement, annual report to shareholders or other filings or submissions.

•  Periodically meet separately with management, with the internal auditing staff and with the external auditors, to review and discuss their respective responsibilities and performance.

Compliance Oversight Matters

•  Review with management the Company's procedures for compliance with the Company's code of business conduct and ethics.

•  Review with the Company's legal counsel, legal matters that may be expected to have a material impact on the financial statements.

•  Review and, if appropriate, approve all material transactions between the Company and members of management, affiliated entities or other related parties.

•  Review policies with respect to officers' expense accounts and perquisites including the policies on the use corporate assets.

•  Discuss with management and the external auditors any communications with regulators or governmental agencies brought to its attention which raise material issues regarding the Company's financial statements or accounting policies.

•  Review the adequacy of the Company's internal control structure with appropriate input from the external and internal auditors.

Procedures For Employee and Other Third Party Complaints and Inquiries

•  Establish and periodically review procedures for:

•  the receipt, retention and treatment of any complaints received by the Company concerning any accounting, internal controls or auditing matters; and

•  the confidential, anonymous submission by any Company employee of any claims or concerns regarding questionable accounting or auditing matters.

Coordinate with Company personnel responsible for receiving and processing any claim or other communication concerning the foregoing matters to ensure such matters are brought to the attention of the Chairperson of the Audit Committee.