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                                                                    EXHIBIT 4.39

[SPECTRUM LOGO]

AUDIT AND GOVERNANCE COMMITTEE CHARTER

DATE ORIGINALLY ISSUED: March 6, 2001
DATE LAST UPDATED:      March 4, 2004

GENERAL RESPONSIBILITIES AND FUNCTIONS

      The general responsibilities of the Audit and Governance Committee (the
"Committee") are as follows:

Frequency of Meetings

   -  Meet as often as may be deemed necessary or appropriate in its judgment
      but not less than once a year, either in person or via telephone, with its
      Chairperson to set and circulate an agenda prior to meeting.

Reporting Responsibilities

   -  Report Committee actions to the Board of Directors with such
      recommendations as the Committee may deem appropriate.

Legal Responsibilities

   -  Perform such functions as may be assigned by law, by the Company's
      certificate of incorporation, memorandum, articles or similar documents,
      or by the Board of Directors.

Amendments to Charter

   -  Annually review this charter and as deemed necessary, recommend amendments
      to be ratified by a simple majority of the Board of Directors.

MEMBERSHIP

      The Committee shall consist of at least three directors. Members of the
Committee and the Chairperson shall be appointed by the Board and may be removed
by the Board in its discretion. The Committee shall consist of a minimum of
three members of the Board of Directors, appointed annually, each of whom is
affirmatively confirmed as independent by the Board of Directors, with such
affirmation disclosed in the Company's annual Information Circular. The
membership of the Committee shall meet all independence requirements of the
Toronto Stock Exchange and of NASDAQ. The Committee Members shall have
sufficient

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financial literacy, which means the ability to read and understand a balance
sheet, income statement, cash flow statement and the notes attached thereto, to
enable them to discharge their responsibilities in accordance with applicable
laws and/or listing requirements of the various stock exchanges on which the
company's securities trade. At least one member of the Committee shall have
accounting or related financial management expertise that allows that member to
read and understand financial statements and the related notes attached thereto
in accordance with generally accepted accounting principles ("GAAP").

AUDIT FUNCTIONS

      The Committee has the mandate to provide an open avenue of communication
between management, the independent auditor and the Board and to assist the
Board in its oversight of the:

      -     integrity, adequacy and timeliness of the company's financial
            reporting and disclosure practices;

      -     processes for identifying the principal financial risks of the
            company and the control systems in place to monitor them;

      -     company's compliance with legal and regulatory requirements related
            to financial reporting;

      -     independence and performance of the company's independent auditor.

      The Committee also prepares its report required to be included in the
Corporation's annual proxy statement in accordance with the Securities Exchange
Act of 1934, as amended. The Committee shall also perform any other activities
consistent with this Charter, the company's by-laws and governing laws, as the
Committee or Board deems necessary or appropriate.

      The Committee's role is one of oversight. Management is responsible for
preparing the company's financial statements and other financial information and
for the fair presentation of the information set forth in the financial
statements in accordance with GAAP. Management is also responsible for
establishing internal controls and procedures and for maintaining the
appropriate accounting and financial reporting principles and policies designed
to assure compliance with accounting standards and all applicable laws and
regulations.

      The Committee, without the necessity of seeking Board approval, shall have
the authority to retain special legal, accounting, or other consultants to
advise the Committee. The Committee may request any officer or employee of the
Corporation or the Corporation's outside counsel or independent auditors to
attend a meeting of the Committee or to meet with any members of, or consultants
to, the Committee.

      The independent auditor's responsibility is to audit the company's
financial statements and provide its opinion, based on its audit conducted in
accordance with generally accepted auditing standards, that the financial
statements present fairly, in all material respects, the

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financial position, results of operations and cash flows of the company in
accordance with GAAP.

      The Committee is directly responsible for the appointment, compensation,
evaluation, termination and oversight of the work of the independent auditor.
The independent auditor shall report directly to the Committee, as they are
accountable to the Board and the Committee as representatives of the company's
shareholders. As such, it is not the duty or responsibility of the Committee or
any of its members to plan or conduct any type of audit or accounting review or
procedure or set auditor independence standards.

AUDIT AUTHORITY AND RESPONSIBILITIES

In performing its oversight responsibilities, the Committee shall:

1.    Review the appointments of the company's Chief Financial Officer and any
      other key financial executives involved in the financial reporting
      process;

2.    Review with management and the independent auditor the adequacy and
      effectiveness of the company's accounting and financial controls and the
      adequacy and timeliness of its financial reporting processes;

3.    Advise management and the independent auditors that they are expected to
      provide to the Committee a timely analysis of significant financial
      reporting issues and practices (and, in that regard, the Committee
      directs, and shall be entitled to rely upon, management and the
      independent auditors to identify financial reporting issues and practices,
      if any, of significance requiring Committee oversight);

4.    Discuss with the independent auditors the matters required to be discussed
      by Statement on Auditing Standards No. 61 as from time to time in effect
      (including any Standard hereafter issued in replacement thereof) relating
      to the conduct of the audit of the Corporation;

5.    Review with representatives of the independent auditors, management, and
      the risk management group, the adequacy of the Corporation's internal
      controls which shall include a review of the disclosures required to be
      reported to the Committee by Section 302 of the Sarbanes-Oxley Act of 2002
      and any rules promulgated thereunder by the Securities and Exchange
      Commission;

6.    Review with management and the independent auditor the annual audited
      financial statements and unaudited quarterly financial statements and
      related documents, prior to filing or distribution, including matters
      required to be reviewed under applicable legal or regulatory requirements;

7.    Review with management and the independent auditor, as appropriate,
      earnings news releases, management's discussion and analysis and other
      financial news releases.

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8.    Where appropriate and prior to release, review with management any other
      news releases that contain significant financial information that has not
      previously been released to the public;

9.    Review with management and the independent auditors to discuss any report
      required of the independent auditors by Section 204 of the Sarbanes-Oxley
      Act and rules promulgated thereunder by the Securities and Exchange
      Commission including any report pertaining to critical accounting policies
      and practices to be used by the Corporation; all alternative treatments of
      financial information within generally accepted accounting principles that
      have been discussed with management, ramifications of the use of such
      alternative disclosures and treatments, and the treatment preferred by the
      independent auditors; and other material written communications between
      the independent auditors and management, such as any management letter or
      schedule of unadjusted differences;

10.   Review with management and the independent auditors to (a) discuss the
      scope of the annual audit, (b) discuss the annual audited financial
      statements including disclosures made in management's discussion and
      analysis, (c) discuss any significant matters arising from the audit or
      report as disclosed to the Committee by management or the independent
      auditors, (d) review the form of opinion the independent auditors propose
      to render with respect to the audited annual financial statements, (e)
      discuss significant changes to the Corporation's auditing and accounting
      principles, policies, or procedures proposed by management or the
      independent auditors, and (f) inquire of the independent auditors of
      significant risks or exposures, if any, that have come to the attention of
      the independent auditors and any difficulties encountered in conducting
      the audit, including any restrictions on the scope of activities or access
      to requested information, and any significant disagreements with
      management;

11.   Review the company's financial reporting and accounting standards and
      principles and significant changes in such standards or principles or in
      their application, including key accounting decisions affecting the
      financial statements, alternatives thereto and the rationale for decisions
      made;

12.   Review the quality and appropriateness, not just the acceptability, of the
      accounting policies and the clarity of financial information and
      disclosure practices adopted by the company, including consideration of
      the independent auditors' judgments about the quality and appropriateness
      of the company's accounting policies. This review shall include
      discussions with the independent auditor without the presence of
      management;

13.   Review with the Company's General Counsel legal matters that may have a
      material impact on the financial statements and any material reports or
      inquiries received from regulators or government agencies raising
      significant issues as to compliance with applicable laws;

14.   Supervise and direct any special projects or investigations the Committee
      considers necessary;

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15.   Review with management and the independent auditor significant related
      party transactions and potential conflicts of interest;

16.   Recommend to the Board and shareholders the independent auditor selected
      to examine the company's accounts and financial statements. The Committee
      has the authority to approve all audit engagement terms and fees. The
      Committee shall pre-approve non-audit and assurance services provided to
      the company by the independent auditor, but the Chairperson may be
      delegated the responsibility to approve these services where the fee is
      not significant;

17.   Review with management and the independent auditor the annual audit plan
      and results of and any problems or difficulties encountered during any
      external audits and management's responses thereto;

18.   Obtain from the independent auditor assurances that in the course of
      conducting an audit that no "illegal act" (as defined in Section 10A of
      the Securities Exchange Act of 1934, as amended) has been detected or
      otherwise come to the attention of the independent auditors that is
      required to be disclosed to the Committee under said Section 10A;

19.   Monitor the independence of the external auditors by reviewing all
      relationships between the independent auditor and the company and all
      non-audit and assurance work performed for the company by the independent
      auditor on at least an annual basis. The Committee shall request and
      receive a formal Statement of Independence from the independent auditor on
      an annual basis.

20.   Set policies for the Company's hiring of employees or former employees of
      the independent auditors;

21.   Review with senior financial management, the independent auditor and such
      others as the Committee deem appropriate, the results of internal audits.

22.   Establish and review the company's procedures for the:

      -     receipt, retention and treatment of complaints regarding accounting,
            financial disclosure, internal controls or auditing matters; and

      -     receipt, retention, and treatment of complaints received by the
            Company regarding accounting, internal accounting controls, and
            auditing matters and the confidential, anonymous submission by
            employees of the Company of concerns regarding questionable
            accounting or auditing matters.

23.   Conduct or authorize investigations into any matters that the Committee
      believes is within the scope of its responsibilities. The Committee has
      the authority to retain independent counsel, accountants or other advisors
      to assist it in the conduct of any investigation, at the expense of the
      company.

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24.   Review with management the Company's contingency plans and other emergency
      recovery plans;

25.   Prepare any report of the Committee required by the rules of the
      Securities and Exchange Commission to be included in the Corporation's
      annual proxy statement; and

26.   The Committee shall report its recommendations and findings to the Board
      after each meeting and shall conduct and present to the Board an annual
      performance evaluation of the effectiveness of the Committee.

      In fulfilling their responsibilities hereunder, it is recognized that
members of the Committee are not employees of the Company and are not, and do
not represent themselves to be, serving as accountants or auditors. As such, it
is not the responsibility of the Committee or its members to conduct "field
work" or other types of auditing or accounting procedures and each member of the
Committee shall be entitled to rely, in good faith, on the integrity of those
persons or organizations within and outside of the Corporation that it receives
information, opinions, reports, or statements from and the accuracy of the
financial and other information, opinions, reports, or statements provided to
the Committee by such persons or organizations.

GOVERNANCE AUTHORITY AND RESPONSIBILITIES

      The Committee is also responsible for assisting the Board of Directors to
review on an annual basis the corporate governance policies and procedures of
the Company. The Committees governance related responsibilities are as follows:

Committee Assessment

      -     Assess the Board's Committee structure on an ongoing basis and
            recommend changes where appropriate.

Corporate Governance Guidelines and Independence

      -     Cause to be prepared and recommend to the Board of Directors the
            adoption of corporate governance guidelines, and periodically review
            and recommend changes to the corporate governance guidelines as
            appropriate, including such recommendations as are desirable or
            necessary to permit the Board of Directors to function independently
            of management, including the appointment of a committee of
            independent Directors to allow for an opportunity to discuss the
            affairs of the Company in the absence of management.

      -     Cause to be prepared and recommend to the Board of Directors the
            adoption of a code of ethics and periodically review and recommend
            changes to the code of ethics as appropriate.

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Relationship Management

      -     Oversee the relationship between management and the Board of
            Directors and to recommend improvements in such relationship to the
            Board of Directors.

      -     Review periodically the compliance with and enforcement of the
            corporate governance guidelines and code of ethics by the Company's
            senior executives.

      -     Recommend to the Board as appropriate and oversee the conduct of any
            internal investigations of the conduct of senior executives of the
            Company.

Annual Reviews and Recommendations

      -     Review the directorships and other positions held by the Company's
            Directors and Officers in other organizations.

      -     Review the role and responsibilities of the Chair of the Board and
            the appropriateness of the duties and responsibilities of the Chair
            of the Board.

General

      -     Undertake such other initiatives as are needed to assist the Board
            of Directors in providing efficient and effective corporate
            governance for the benefit of shareholders.

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