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                                                                   EXHIBIT 10.32


                          MOONEY AEROSPACE GROUP, LTD.
                             AUDIT COMMITTEE CHARTER

ORGANIZATION

      The Audit Committee (the "Committee") of Mooney Aerospace Group, LTD.
("Mooney") is appointed by the Board of Directors (the "Board"), each member of
whom shall meet the independence and experience requirements of the Nasdaq Stock
Exchange. In particular, the Chairman of the Audit Committee shall have
accounting or related financial management expertise.

PURPOSE

      The primary purpose of the Committee is to assist the Board in fulfilling
the Board's oversight responsibilities over Mooney's financial reporting process
and systems of internal controls, monitoring the independence and performance of
Mooney's independent auditors and maintaining open communication between the
Board and the independent auditors and financial management.

RESPONSIBILITIES

     REVIEW PROCEDURES

      1. Annually review the Charter and the Committee's adherence to it.

      2. Annually review with Mooney's counsel, legal matters that could have a
significant impact on the financial statements.

      3. Review with financial management and the independent accountants the
annual and quarterly financial statements prior to filing or distribution.
Discuss with management and the independent auditors any accounting policies
which may be viewed as critical and any significant changes to Mooney's
accounting principles and any items required to be communicated by the
independent accountants in accordance with the American Institute of Certified
Public Accountants Statement on Auditing Standards No. 61 ("AICPA SAS 61").

       4. Discuss with management and the independent accountants any
significant financial risks and the actions required to minimize such risks.

       5. Annually review related party transactions for potential conflicts of
interest.

      6. Review financial and accounting personnel succession planning.

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     INDEPENDENT AUDITORS

      1. Annually recommend to the Board the independent auditors to be
appointed after evaluating independence, performance and cost effectiveness. The
Committee must approve any discharge of the independent auditor. The independent
auditors are ultimately accountable to the Audit Committee and the Board.

      2. Annually obtain and review a written report from the independent
auditors disclosing all relationships with Mooney and consider any impact on
their independence and objectivity. Review any non-audit services provided by
the independent auditor and the fees for such services to determine the
compatibility of such services with the independent auditors' independence and
objectivity.

      3. Review with the independent auditors the scope and procedures of the
audit and approve all amounts to be paid to the independent auditors.

      4. Review the experience and qualifications of the senior members of the
independent auditors and their quality control procedures.

      5. Review with the independent auditors (a) the results of their audit in
accordance with AICPA SAS 61, as amended, (b) their findings and
recommendations, (c) the opinion to be issued in respect to Mooney's financial
statements prior to any filings or other distribution and (d) the quality and
acceptability of Mooney's accounting principles.

      6. Review with the independent auditors and financial management, the
integrity, adequacy and effectiveness of the accounting and other financial
controls of Mooney.

      7. Provide an opportunity for direct communication between the Board and
the independent auditors, including the opportunity to meet with the Audit
Committee without members of management present.

      8. Review with management and the independent auditors the financial
information, including management's discussion and analysis, to determine that
the independent auditors are satisfied with the disclosure and content of the
financial information.

     OTHER RESPONSIBILITIES

      1. Consider, and, if appropriate, investigate any matter brought to the
attention of the Audit Committee within the scope of its duties. The Committee
shall have direct access to the independent auditors and Mooney personnel and
may retain, at Mooney's expense, special legal, accounting or other consultants
or experts.

      2. Maintain minutes of meetings and periodically report to the Board on
its activities.

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      3. Annually prepare a report to shareholders as required by the Securities
and Exchange Commission.

      While the Audit Committee has the responsibilities and powers set forth in
this Charter, the Audit Committee is not responsible for planning or conducting
audits or determining that Mooney's financial statements are complete and
accurate and prepared in accordance with generally accepted accounting
principles. Those duties are the responsibility of management and the
independent auditors. Nor is it the duty of the Audit Committee to conduct
investigations, to resolve disagreements, if any, between management and the
independent auditors or to assure compliance with laws and regulations and
Mooney's Code of Conduct, when formally established.


This Charter was adopted by the Board on July 22, 2002.