Exhibit
        99.1




**Charter
      of the Audit Committee**




**of
      the Board of Directors**




**(adopted
      as of June 3, 2007)**







**I.**  **Purpose**




The
      purpose of the Audit Committee (the “ Committee ”)
      is to
      assist the Company’s Board of Directors (the “ Board ”)
      by
      overseeing the accounting and financial reporting processes of the Company
      and
      the audits of the financial statements of the Company.




The
      Committee is also responsible for preparing the audit committee report required
      by the rules of the Securities and Exchange Commission (the “ SEC ”)
      to be
      included in the Company’s proxy statement for its annual meeting of
      stockholders.




**II.**  **Committee
      Membership**




The
      Committee shall consist of no fewer than three members. Each member of the
      Committee shall be a member of the Board and shall satisfy the independence
      and
      other requirements of The American Stock Exchange (“ Amex ”)
      (or,
      with the approval of the Board, satisfy one or more of the exceptions permitted
      by Amex), Section 10A(m)(3) (“ Standards
      Relating to Audit Committees ”)
      of the
      Securities Exchange Act of 1934 (the “ Exchange
      Act ”)
      and
      all rules and regulations promulgated by the SEC. The Board shall determine
      from
      time to time the number of directors that shall constitute the Committee. Each
      member of the Committee must be able to read and understand fundamental
      financial statements, including a company’s balance sheet, income statement and
      cash flow statement. In addition, at least one member of the Committee must
      have
      past employment experience in finance or accounting, requisite professional
      certification in accounting or any other comparable experience or background
      that results in the member’s financial sophistication, including being or having
      been a chief executive officer, chief financial officer or other senior officer
      with financial oversight responsibilities, and at least one member of the
      Committee (who may be the same person) shall be a “financial expert” (as defined
      by the SEC). No member of the Committee may participate in the preparation
      of
      the financial statements of the Company or any current subsidiary of the
      Company, or have so participated in the three years prior to joining the
      Committee. Notwithstanding the foregoing, the Company may rely on the cure
      periods specified in Amex Rule 121B)(2)(b) with respect to the size of the
      Committee and the independence of the Committee members.









The
      Chairperson of the Committee and the other members of the Committee shall be
      appointed by the Board. Committee members may be removed and replaced by the
      Board.




**III.**  **Committee
      Administration**




The
      Committee shall meet at such times and with such frequency as the Committee
      determines appropriate, but not less frequently than quarterly. Special meetings
      may be convened as the Committee deems necessary or appropriate. The Committee
      shall meet separately, periodically, with management, the Company’s internal
      auditor (or other personnel responsible for the internal audit function) and
      any
      independent registered public accounting firm engaged by the Company (the
“ independent
      auditors ”).
      The
      Committee may ask members of management or others to attend meetings of the
      Committee (or to meet with any member of, or advisors to, the Committee) and
      provide pertinent information as necessary or desirable. The Committee may
      adopt
      such procedures as it deems appropriate and necessary to carry out its duties
      and responsibilities.




A
      majority of the members of the Committee shall constitute a quorum to transact
      business. Members of the Committee may participate in a meeting of the Committee
      by means of telephone conference call or similar communications equipment by
      means of which all persons participating in the meeting can hear each other.
      Except in extraordinary circumstances as determined by the Chairperson of the
      Committee, notice shall be delivered to all Committee members at least 48 hours
      in advance of the scheduled meeting. Notice may be by overnight mail, facsimile,
      electronic mail or any other reasonable means selected by the Chairperson of
      the
      Committee. Minutes of each meeting will be kept and distributed to the entire
      Board.




The
      affirmative vote of a majority of the members of the Committee present at the
      time of such vote will be required to approve any action of the Committee.
      Subject to the requirements of any applicable law, regulation or Amex rule,
      any
      action required or permitted to be taken at a meeting of the Committee may
      be
      taken without a meeting if a consent in writing, setting forth the action to
      be
      so taken, is signed by all of the members of the Committee. Such written consent
      shall have the same force as a unanimous vote of the Committee.




The
      Company shall provide for appropriate funding, as determined by the Committee,
      in its capacity as a committee of the Board, for payment of: (i) compensation
      to
      any independent registered public accounting firm engaged for the purpose of
      preparing or issuing an audit report or performing other audit, review or attest
      services for the Company; (ii) compensation to any legal, accounting or other
      advisors engaged by the Committee; and (iii) ordinary administrative expenses
      of
      the Committee that are necessary or appropriate in carrying out its
      duties.




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**IV.**  **Committee
      Responsibilities**




The
      Committee shall be directly responsible for the appointment, compensation,
      retention and oversight (subject, if applicable, to stockholder ratification)
      of
      any independent auditors engaged by the firm, including resolution of
      disagreements between management and the independent auditors regarding
      financial reporting, for the purpose of preparing or issuing an audit report
      or
      performing other audit, review or attest services for the Company. Each such
      independent auditing firm will report directly to the Committee. The Committee
      shall have the sole authority to approve all audit engagement fees and terms
      and
      all permitted non-audit engagements with the independent auditors.




The
      Committee shall, to the extent required by any law, regulation or Amex rule,
      approve in advance all audit and permitted non-audit engagements of the
      Company’s independent auditors. The Committee may delegate to one or more of its
      members who are independent directors on the Board the authority to approve
      the
      performance of audit and permitted non-audit services by the Company’s
      independent auditors (a “ Sub-Committee ”).
      Any
      decision by a Sub-Committee shall be presented to the full Committee at its
      next
      scheduled meeting. Neither the Committee nor any Sub-Committee shall approve
      any
      engagements of the Company’s independent auditors with respect to those services
      set forth in Section 10A(g)(1) through (9) of the Exchange Act (“ Prohibited
      Activities ”).
      In
      the event the Committee or any Sub-Committee approves any non-audit services
      by
      the Company’s independent auditors, such approval shall be disclosed in periodic
      reports required by Section 13(a) of the Exchange Act. The pre-approval
      requirement is not applicable with respect to the provision of non-audit
      services by the Company’s independent auditors where (i) such services were not
      recognized by the Company at the time of the engagement to be non-audit
      services, (ii) the aggregate amount of all such non-audit services provided
      to
      the Company constitutes not more than 5% of the total amount paid by the Company
      to the Company’s independent auditors during the fiscal year in which the
      non-audit services are provided and (iii) such services are promptly brought
      to
      the attention of the Committee and approved by the Committee or a Sub-Committee
      prior to the completion of the audit.




The
      Committee shall have the sole authority, to the extent it deems necessary or
      appropriate to carry out its responsibilities, to retain at the expense of
      the
      Company and to terminate special legal, accounting or other consultants to
      advise the Committee. The Committee shall have the sole authority to approve
      such advisors’ fees and other retention terms.




Except
      as
      provided above with regard to the independent auditors, the Committee may form
      and delegate authority to subcommittees to the extent the Committee deems
      necessary or appropriate. The Committee may designate any member of the
      Committee to execute documents on its behalf as the Committee deems necessary
      or
      appropriate to carry out its responsibilities hereunder.




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The
      Committee shall make regular reports to the Board and shall review with the
      Board any issues that arise with respect to (i) the quality or integrity of
      the
      Company’s financial statements, (ii) the Company’s compliance with legal or
      regulatory requirements that may have a material impact on the Company’s
      financial statements, (iii) the performance and independence of the Company’s
      independent auditors or (iv) the performance of the internal audit function.




The
      Committee shall review and reassess the adequacy of this Charter annually and
      recommend any proposed change to the Board for its approval.




The
      Committee shall review its own performance annually.




**V.**  **Additional
      Committee Responsibilities**




In
      addition to the foregoing, the Committee, to the extent it deems necessary
      or
      appropriate, shall:




Financial
      Statements and Disclosure Matters




1.
            Review
                and discuss with management and the independent auditors the Company’s
                annual audited financial statements and Annual Report on Form 10-K,
                including the disclosures made under “Management’s Discussion and Analysis
                of Financial Condition and Results of Operations” (“MD&A”),
                and determine whether to recommend to the Board that the audited
                financial
                statements should be included in the Company’s Annual Report on Form
                10-K.




2.
            Review
                and discuss with management and the independent auditors the Company’s
                interim unaudited financial statements, including the results of
                the
                independent auditors’ review of the interim unaudited financial
                statements, and Quarterly Reports on Form 10-Q, including the disclosures
                made under MD&A.




3.
            Discuss
                with management and the independent auditors, and resolve any
                disagreements between management and the independent auditors with
                respect
                to, significant financial reporting issues and judgments made in
                connection with the preparation of the Company’s financial
                statements.




4.
            Review
                and discuss with management and the independent auditors any report
                of the
                independent auditors regarding (a) critical accounting policies and
                practices to be used by the independent auditors, (b) alternative
                treatments of financial information within generally accepted accounting
                principles (“GAAP”)
                that have been discussed with management, ramifications of the use
                of such
                alternative disclosures and treatments and the treatment preferred
                by the
                independent auditors, or (c) any other material written communications
                between the independent auditors and management, including any management
                letter or schedule of unadjusted
                differences.




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5.
            Review
                and discuss with management and the independent auditors (a) major
                issues
                regarding accounting principles and financial statement presentation,
                including any significant changes in the Company’s selection or
                application of accounting principles, and major issues as to the
                adequacy
                of the Company’s internal controls and any special audit steps adopted in
                light of material control deficiencies, (b) analyses prepared by
                management and/or the independent auditors setting forth significant
                financial reporting issues and judgments made in connection with
                the
                preparation of the Company’s financial statements, including analyses of
                the effect of alternative GAAP methods on the financial statements,
                (c)
                the effect of regulatory and accounting initiatives, as well as
                off-balance sheet structures, on the Company’s financial statements, and
                (d) the types of information to be disclosed and the types of presentation
                to be made relating to earnings press releases (paying particular
                attention to any use of pro forma or adjusted, non-GAAP information),
                as
                well as other financial information and earnings guidance provided
                to
                analysts and rating agencies.




6.
            Discuss
                with management the Company’s major financial risk exposures and the steps
                management has taken to monitor and control such exposures, including
                the
                guidelines and policies to govern the process by which risk assessment
                and
                risk management are undertaken.




7.
            Review
                with the independent auditors any audit problems or difficulties
                and
                management’s response. The Committee shall regularly discuss with the
                independent auditors the matters required to be disclosed by, or
                otherwise
                described in, Statement of Auditing Standards No. 61, including any
                difficulties the independent auditors encountered in the course of
                the
                audit work, any restrictions on the scope of the independent auditors’
                activities or on access to requested information, and any significant
                disagreements with management. In addition, the Committee shall discuss
                with the independent registered public accounting firm: (a) the adoption
                of, or changes to, the Company’s significant auditing and accounting
                principles and practices as suggested by the independent auditors,
                internal auditors or management; and (b) the management letter provided
                by
                the independent auditors and the Company’s response to that
                letter.




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8.
            The
                Committee shall review and discuss earnings press releases as well
                as
                financial information and earnings guidance, if any, provided to
                analysts
                and ratings agencies.




9.
            Review
                management’s annual report on the Company’s internal control over
                financial reporting, if required by applicable law, and the independent
                auditors’ attestation of such report, and recommend to the Board whether
                such reports should be included in the Company’s Annual Report on Form
                10-K.




Oversight
      of the Company’s Relationship with the Independent Auditors




10.
            Review
                and evaluate the experience and qualifications of the lead partner
                of the
                independent auditors team.




11.
            Receive
                and review a report from the independent auditors at least annually
                regarding (a) the firm’s internal quality-control procedures, (b) any
                material issues raised by the most recent quality-control review,
                or peer
                review, of the firm, or by any inquiry or investigation by governmental
                or
                professional authorities within the preceding five years, regarding
                one or
                more independent audits carried out by the firm, (c) all relationships
                between the independent auditors and their related entities and the
                Company and its related entities, and (d) any steps taken to deal
                with any
                such issues. The Committee shall require the independent auditors
                to
                confirm that the report in all respects satisfies the requirements
                of
                Independence Standards Board Standard No. 1. The Committee shall
                discuss
                the report with the independent auditors, and evaluate the qualifications,
                performance and independence of the independent auditors, including
                considering whether the independent auditors’ quality controls are
                adequate and the provision of non-audit services is compatible with
                maintaining the auditors’ independence, and taking into account the
                opinions of management and the internal auditor (or other personnel
                responsible for the internal audit function). The Committee shall
                present
                its conclusions to the Board and take, or recommend that the Board
                take,
                appropriate action to oversee the independence of the independent
                auditors.




12.
            Consider
                when, in order to comply with Section 10A(j) of the Exchange Act
                (“Audit
                Partner Rotation”)
                and to assure continuing auditor independence, to rotate the lead
                audit
                partner, the audit partner responsible for reviewing the audit or
                the
                independent auditing firm itself.




13.
            Set
                clear hiring policies for employees or former employees of the independent
                auditors who were engaged on the Company’s account. Review the experience
                and qualifications of the senior management of the Company to ensure
                that
                none of them has a relationship with the independent auditors that
                would
                compromise the auditors’ independence or otherwise cause the Company or
                the independent auditors to be in violation of Section 10A(l)
                (“Conflicts
                of Interest”)
                of the Exchange Act.




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14.
            Obtain
                assurance from the independent auditors that each audit of the Company’s
                financial statements has complied with the requirements of Section
                10A of
                the Exchange Act (“Audit
                Requirements,”
                as enacted by the Sarbanes-Oxley Act of
                2002).




15.
            Discuss
                with the independent auditors the planning and staffing of the
                audit.




Oversight
      of the Company’s Internal Audit Function




16.
            Review
                the appointment and replacement of the senior internal auditing executive
                or selection and retention of the person or entity to which the internal
                auditing function is out-sourced.




17.
            Review
                the significant reports to management prepared by the internal auditing
                department and management’s
                responses.




18.
            Discuss
                with the independent auditors the Company’s internal audit department (or
                contracted outside internal auditor’s) responsibilities, budget and
                staffing and any recommended changes in the planned scope of the
                internal
                audit.




Other




19.
            Establish
                and review periodically procedures for (a) the receipt, retention
                and
                treatment of complaints received by the Company regarding accounting,
                internal accounting controls or auditing matters and (b) the confidential,
                anonymous submission by employees of the Company of concerns regarding
                questionable accounting or auditing matters. The procedures established
                pursuant to this paragraph should also be made available for use
                by
                persons making reports under the Company’s Code of Ethics and Business
                Conduct.




20.
            Approve
                the Company’s transactions with directors, executive officers, major
                stockholders and firms that employ directors, as well as any other
                related
                party transactions required to be disclosed pursuant to Item 404
                of SEC
                Regulation S-K, that are identified by the Company in a periodic
                review of
                such transactions.




In
      addition to the activities described above, the Committee will perform such
      other functions as are necessary or appropriate in its opinion or in the opinion
      of the Board under applicable law, the Company’s certificate of incorporation
      and by-laws, and the resolutions and other directives of the Board, including,
      without limitation, the Company’s Code of Ethics and Business
      Conduct.




This
      Charter is in all respects subject and subordinate to the Company’s certificate
      of incorporation and by-laws and the applicable provisions of the General
      Corporation Law of the State of Delaware. This Charter may be amended from
      time
      to time by the Board.




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**VI.**  **Limitation
      of Committee Role**




While
      the
      Committee has the responsibilities and powers set forth in this Charter, it
      is
      not the duty of the Committee to plan or conduct audits or to determine that
      the
      Company’s financial statements and disclosures are complete and accurate, fairly
      present the information shown or are in accordance with GAAP and applicable
      rules and regulations. These are the responsibilities of management and the
      independent auditors. Nor is it the duty of the Committee to conduct
      investigations or to assure compliance with any law, regulation or Amex rule,
      or
      the Company’s Code
      of
      Ethics and Business
      Conduct.




Date:
      June 3, 2007




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