AUDIT COMMITTEE CHARTER
   Attached as Exhibit B to this Proxy Statement is the current Charter of the
Audit Committee of the Board of Directors.
   The primary purpose of the Audit Committee is to oversee the Company's
accounting and financial reporting process and the audits of the Company's
financial statements, as further detailed in the Committee's Charter attached
as Exhibit B to this Proxy Statement.
   The Company's management is responsible for the integrity of the Company's
financial statements, as well as its accounting and financial reporting
process and internal controls for compliance with applicable accounting
standards, laws and regulations. The Company's independent accountants, Grant
Thornton LLP ("Grant Thornton"), are responsible for performing an independent
audit of the Company's financial statements in accordance with generally
accepted auditing standards and expressing an opinion in their report on those
financial statements.
   The Audit Committee is responsible for monitoring and reviewing these
processes, as well as the independence and performance of the Company's
independent accountants. The Audit Committee does not conduct auditing or
accounting reviews or procedures. The Audit Committee has relied on
management's representation that the financial statements have been prepared
with integrity and in conformity with generally accepted accounting procedures
in the U.S. and on the independent accountants' representations included in
their report on the Company's financial statements.
   The Audit Committee reviewed and discussed with management the Company's
audited financial statements for fiscal year 2004. The Committee discussed
with the Company's independent accountants, Grant Thornton, the matters
required to be discussed by the Codification of Statements on Auditing
Standards 61, Communication with Audit Committees (as modified or
supplemented). In addition, the Audit Committee received the written
disclosures and the letter from Grant Thornton required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit
Committees, discussed with Grant Thornton its
independence from the Company, and considered whether the providing of
non-audit services to the Company by Grant Thornton is compatible with
maintaining Grant Thornton's independence.
   Based on these reviews and discussions and in reliance thereon, the Audit
Committee recommended to the Board of Directors that the audited financial
statements for the Company be included in the Company's Annual Report on Form
10-K for the fiscal year ended September 25, 2004.
                          PETER G. STANLEY (Chairman)
                                SIDNEY R. BROWN
                               LEONARD M. LODISH