2003 Committee Charter : GOSHA




The committee shall be appointed by the board of directors and be comprised
of at least three directors, each of whom shall meet the independence,
experience and other requirements of the NASDAQ Stock Market, Inc. ("Nasdaq"),
the SEC and other applicable law.

Each member of the committee shall be free from any relationship which
would interfere with the exercise of his or her independent judgment in carrying
out his or her responsibilities as a member of the committee.

All committee members shall have a basic understanding of finance and
accounting and be able to read and understand fundamental financial statements,
including the Company's balance sheet, income statement and cash flow statement.


The audit committee's primary purpose is to provide assistance to the board
of directors in fulfilling its responsibilities to the shareholders, the
investment community and others relating to the integrity of the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, and the
annual independent audit of the Company's financial statements.

To accomplish this purpose, it is the responsibility of the committee to
maintain and foster free and open communication among the committee, the
Company's independent accounting firm, the Company's internal auditors and the
management of the Company.

The committee is empowered to appoint, compensate and oversee the work of
the Company's independent public accounting firm and to investigate any matter
that may come to its attention with full access to all books, records and
personnel of the Company and to retain independent counsel and other advisers
for this purpose. The committee is also empowered to determine and provide for
the payment of compensation to the Company's independent public accountants and
to such counsel and other advisers as the Committee deems necessary or


In carrying out its responsibilities, the audit committee shall:

- Review and reassess the adequacy of this charter at least annually,
submit the charter to the board of directors for approval and have the
charter published at least every three years in accordance with SEC

- In its capacity as a committee of the board of directors, be directly
responsible for the selection of the independent public accountants to
audit the financial statements of the Company and its subsidiaries.

- At least annually, review the independence of the outside auditing firm,
including its provision of permissible non-audit services and any other
relationships with the Company that could impact its objectivity or
independence and its compliance with all applicable audit partner
rotation requirements, and present to the board of directors the audit
committee's conclusions with respect to the independence of the outside
auditing firm.

- Receive, review and discuss with the independent auditors on an annual
basis a written statement from the independent auditors containing all
matters required by Independence Standards Board Standard 1

including a delineation of all significant relationships which the
independent auditors have with the Company that could impair their
independence or impact their objectivity.

- Discuss with the internal auditors and the independent auditors the
overall scope and plans for their respective audits including the
adequacy of staffing and, with respect to the independent auditors, the
annual audit fee.

- Meet with the independent auditors and financial management of the
Company to review the scope of the proposed audit for the current year
and the audit procedures to be utilized, and at the conclusion thereof
review such audit, including:

- the auditor's report of critical accounting policies and practices;

- alternative disclosures and treatments of financial information within
generally accepted accounting principles, ramifications of the use of
such alternative disclosures and treatments, and the treatment preferred
by the independent auditing firm; and

- other material written communications between the independent auditing
firm and Company management, such as any management letter or schedule
of unadjusted differences.

- Approve in advance all permitted non-audit services provided by the
independent public accounting firm, subject to the de minimus exceptions
to pre-approval permitted for non-audit services.

- Approve the fees to be paid the independent public accountants for audit
and non-audit services.

- Review and discuss any disclosures in the periodic reports made by the
Company's principal executive officer and principal financial officer

- any significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize, and report financial data, including any material
weaknesses in internal controls; and

- any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal

- Review and discuss with the independent auditors, the Company's internal
auditor, and financial and appropriate accounting personnel, the adequacy
and effectiveness of the accounting and financial controls of the
Company, including the Company's system to monitor and manage business
risk and any legal and ethical compliance programs.

- Review and discuss the adequacy and effectiveness of the Company's
disclosure controls and procedures and management's reports thereon.

- Establish and maintain procedures for :

- the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls or auditing
matters; and

- the confidential, anonymous submission by employees of the Company of
concerns regarding questionable accounting or auditing matters.

- Meet, at least annually, separately with the internal auditors and the
independent auditors, with and without management present, to discuss the
results of their examinations.

- Review and approve of all related party transactions, subject to any
exceptions permitted by Nasdaq rules.

- On a quarterly basis, prior to the Company filing required SEC Forms 10-Q
or Form 10-K and prior to announcing quarterly earnings, the committee
Chairperson will hold a teleconference meeting with the Company CFO and
an appropriate representative of the independent auditing firm, to review
and discuss the financial statements reflected in such filings.


- Review the internal audit function of the Company, including the
independence and authority of its reporting obligations, the proposed
audit plans for the coming year, and coordination of such plans with the
independent auditors.

- Review the financial statements contained in the Company's Form 10-K and
in its Annual Report to shareholders with management and the independent
auditors to determine that the independent auditors are satisfied with
the disclosure and content of the financial statements to be presented.
Discuss any material financial or non-financial arrangements of the
Company which do not appear on the Company's financial statements. Any
changes in accounting principles should be reviewed. Recommend to the
board of directors whether the financial statements should be included in
the Form 10-K.

- Submit the minutes of all meetings of the audit committee to, or discuss
the matters considered at each committee meeting with, the board of

- Prepare the report required by the SEC to be included in the Company's
annual proxy statement.

- Investigate any matter brought to its attention within the scope of its