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                         AMERICAN COUNTRY HOLDINGS INC.
                                 AUDIT COMMITTEE

                                     CHARTER

STATUS

The Audit Committee is appointed by the Board of Directors to assist the Board
in monitoring (i) the integrity of the financial statements of the Company,
including the adequacy of the internal financial controls, (ii) compliance by
the Company with legal and regulatory requirements, and (iii) the independence
and performance of the Company's auditors.

MEMBERSHIP

The audit Committee will consist of three or more directors all of whom in the
judgment of the Board of Directors will be independent. Each member will in the
judgment of the Board of Directors have the ability to read and understand the
Company's basic financial statements or will, at the time of appointment,
undertake training for that purpose. At least one member of the Audit Committee
will, in the judgment of the Board of Directors, have accounting or financial
management expertise. The Audit Committee will annually appoint a chairman.

RESPONSIBILITIES

1.       Review with members of the public accounting firm selected as outside
         auditors for the Company the scope of the prospective audit, the
         estimated fees therefor and such other matters pertaining to such audit
         as the Audit Committee may deem appropriate; receive copies of the
         annual comments from the outside auditors on accounting procedures and
         systems of control; and review with them any questions, comments or
         suggestions they may have relating to the internal controls, accounting
         practices or procedures of the Company or its subsidiaries.

2)       Review, at least annually, the then current and future programs of the
         Company's accounting staff, including the procedure for assuring
         implementation of accepted recommendations made by the auditors.

3)       Make or cause to be made, from time to time, such other examinations or
         reviews as the Audit Committee may deem advisable with respect to the
         adequacy of the systems of internal controls and accounting practices
         of the Company and its subsidiaries and with respect to current
         accounting trends and developments, and take such action with respect
         thereto as may be deemed appropriate.

4)       Recommend annually, for approval by the Board of Directors, the public
         accounting firm to be outside auditors for the Company and set their
         compensation.

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5)       Review with management and the public accounting firm selected as
         outside auditors for the Company the annual and quarterly financial
         statements of the Company and any material changes in accounting
         principles or practices used in preparing the statements prior to the
         filing of a report on Form 10-K or 10-Q with the Securities and
         Exchange Commission; such review to include the items required by SAS
         61 as in effect at that time in the case of the annual statements and
         SAS 71 as in effect at that time in the case of the quarterly
         statements.

6)       Receive from the outside  auditors the report required by Independence
         Standards Board Standard No. 1 as in effect at that time and discuss
         it with the outside auditors.

7)       Review through reports form management, legal counsel and other third
         parties, (i) the status of compliance with laws, regulations, and
         internal procedures, (ii) contingent liabilities and risk that may be
         material to the Company, (iii) the scope and status of systems designed
         to assure Company compliance with laws, regulations and internal
         procedures, and (iv) major legislative and regulatory developments
         which could materially impact the Company's contingent liabilities and
         risks.

8)       Review on an annual basis with the Company's independent actuaries the
         adequacy of the Company's reserves.

MEETINGS

The Audit Committee will meet four (4) times each year and at such other times
as it deems necessary to fulfill its responsibilities.

REPORT

The Audit Committee will prepare a report each year concerning its compliance
with this charter for inclusion in the Company's proxy statement relating to the
election of directors.

While the Audit Committee has the responsibilities and powers set for in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and the Company's code of Conduct.