Audit
Committee Charter
 
 Purposes
 
 The
purpose of the Audit Committee is to assist the Board of Directors in fulfilling
its oversight responsibilities with respect to:
 (i)                      the
integrity of the Company’s financial statements,
 (ii)                      the
Company’s compliance with legal and regulatory requirements,
 (iii)           the
independent auditors’ qualifications and independence,
 (iv)
                the
      performance of the independent auditors;
and
 (v)
                such
      other duties as may be directed by the
Board.
 
 
 Membership
 
 The Committee shall consist of
at least three members, all of whom shall meet the independence requirements
established by the Securities and Exchange Commission (“SEC”), applicable laws,
regulations, and the listing requirements of any securities exchange on which
the Company’s securities are then listed (“Exchange”). Members of the Committee
are not required to be engaged in the accounting and auditing profession and,
consequently, some members may not be expert in financial matters, or in matters
involving auditing or accounting. However, at least one member of the Committee
shall have past employment experience in finance or accounting, requisite
professional certification in accounting, or any other comparable experience or
background which results in the individual’s financial sophistication, including
being or having been a chief executive officer, chief financial officer or other
senior officer with financial oversight responsibilities. In addition, either at
least one member of the Committee shall be an “audit committee financial expert”
within the meaning of SEC rules and regulations or, if permitted by the
Exchange, the Company shall disclose in its annual report on Form 10-K required
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
the reasons why at least one member of the Committee is not an “audit committee
financial expert.” The Board appoints the members of the Committee and the
chairperson. The Board may remove the chairperson or any member from the
Committee at any time with or without cause.
 
 
 Meetings
 
 The
Committee shall meet at least once per quarter. In addition, the Committee shall
hold such additional meetings as may be called by any member of the Committee or
at the request of the Company’s independent auditors. The Chairman of the Board,
the Chief Executive Officer, Chief Financial Officer, and other key members of
management may be invited from time to time to meetings of the Committee to
offer information, expertise and advice as requested by the Committee. The
Committee may also request the independent auditors to participate in Committee
meetings, as necessary. Attendance at Committee meetings may be in person or by
telephone.
 
 
 
 Duties and Responsibilities of the
Committee
 
 The
Committee is directly responsible for the appointment (subject to shareholder
ratification), compensation, retention and oversight of the independent
auditors.
 Appointment of Internal
Auditor:The Committee
shall review the appointment and replacement of the internal
auditor.
 
 Separate Meetings with the
Internal Auditor:The Committee
shall meet periodically with the Company’s internal auditor to discuss the
responsibilities; budget and staffing of the Company’s internal audit function
and any issues that the internal auditor believes warrant audit committee
attention. The Committee shall discuss with the internal auditor any significant
reports to management prepared by the internal auditor and any responses from
management.
  Handling of
Complaints: The Committee
shall establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls or auditing matters. The Committee shall also establish procedures for
the confidential and anonymous submission by employees regarding questionable
accounting or auditing matters.
   Other Matters:The Committee,
through its Chair, shall report regularly to, and review with, the Board any
issues that arise with respect to the quality or integrity of the Company’s
financial statements, the Company’s compliance with legal or regulatory
requirements, the performance and independence of the Company’s independent
auditor, the performance of the Company’s internal audit function or any other
matter the Committee determines is necessary or advisable to report to the
Board.
   The
Committee shall at least annually perform an evaluation of the performance of
the Committee and its members, including a review of the Committee’s compliance
with this Charter. The Committee shall at least annually review and reassess
this Charter and submit any recommended changes to the Board for its
consideration.
  The
Committee's responsibilities in carrying out its oversight role are delineated
in the Audit Committee Responsibilities Calendar. The Responsibilities Calendar
will be updated annually as necessary to reflect changes in regulatory
requirements, authoritative guidance, and evolving oversight
practices.
 The
Committee has full access to senior management and other employees, and has
authority to retain independent counsel and other advisors it deems necessary,
in carrying out its duties and responsibilities.
  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 and are
in accordance with generally accepted accounting principles and applicable rules
and regulations. These are the responsibilities of management and the
independent auditors. The Company shall provide the Committee with such funding
as may be deemed necessary by the Committee in order to enable the Committee to
exercise its powers and discharge its responsibilities under this
Charter.
   The
Committee shall be responsible for (a) ensuring its receipt from the outside
auditors of a formal written statement delineating all relationships between the
auditor and the issuer, consistent with Independence Standards Board Standard 1,
and (b) actively engaging in a dialogue with the auditor with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the auditor and for taking, or recommending that the full board
take, appropriate action to oversee the independence of the outside
auditor.
   
 
 CIWT
Audit Committee Responsibilities Calendar
  
 
 CIWT
      Audit Committee Responsibilities CalendarDESCRIPTION
      OF RESPONSIBILITY
                Q1
                Q2
                Q3
                Q4
                As
      Req'd.1.
                Review
      and update the Audit Committee Charter and Responsibilities Calendar
      annually.
                
                
                
                •2.
                Provide
      an “Audit Committee report” in the annual proxy in accordance with
      applicable rules and regulations, when and if applicable
                •3.
                Independent
      Auditors: Appointment, Compensation, Retention and
    Oversight
                •
                •
                •
                •
                •4.
                Resolve
      any disagreements between management and the independent auditor about
      financial reporting.
                
                
                
                
                •5.
                Review
      the responsibilities, resources, functions, and performance of the
      Company's internal audit department, if applicable (currently the company
      does not have an internal audit department)
                
                
                
                
                •6.
                Determination
      as to Independence and Performance of Independent Auditors
                •
                
                
                
                •7.
                Review
      and Discuss Audit Scope and plan with Finance and Independent
      Auditors
                •8.
                Risk
      assessment and management: Inquire of management, and the independent
      auditor about significant risks or exposures, review the Company's
      policies for risk assessment and risk management, and assess the steps
      management has taken to control such risk to the Company.
                •
                •
                •
                •
                •9.
                Review
      with CFO and if applicable, CEOa.
      The effectiveness and adequacy of its internal controls (including
      computerized information system controls and security) and the independent
      auditor's attestation.
                •
                •
                •
                •b.
      Disclosure controls and Procedures
                •
                •
                •
                •c.
      Legal and regulatory compliance
                •
                •
                •
                •d.
      Any related significant findings and recommendations of the independent
      auditor together with management's responses.
                
                
                
                
                •10.
                Review
      with Finance management any significant changes to GAAP policies or
      standards.
                •
                •
                •
                •11.
                Review
      of Annual and quarterly filings and other communications
                •
                •
                •
                •
                •12.
                Review
      of Related Party Transactions13.
                Pre-approval
      of Audit and Non-Audit Services
                
                
                
                
                •14.
                Review
      and recommend approval by the Board of Directors the Corporation’s
      unaudited quarterly financial statements and annual audited financial
      statements and its press release
                •
                •
                •
                •15.
                Review
      all financial information to be included in regulatory filings, prospectus
      and other documents requiring approval of the Board
                
                
                
                
                •16.
                Executive
      session with Independent Auditors
                •
                
                
                
                •17.
                Executive
      session without Management
                •
                •
                •
                •
                •18.
                Any
      responsibility element as assigned
                
                
                
                
                •19.
                Except
      as otherwise permitted by the rules of the Exchange, establish procedures
      fora.
      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.
                
                
                
                
                •
 
 
 Approved
by the Board of Directors on May 8, 2009