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EXHIBITS

EXHIBIT 11.0      CHARTER OF THE AUDIT COMMITTEE

FINANCIAL EXPERIENCE.

         Each Member of the Audit Committee shall have sufficient financial
experience and ability to enable such person to discharge the responsibilities
of the Audit Committee, including accounting or business experience and relevant
education. Further, at least one (1) Member of the Audit Committee shall be a
"financial expert" within the meaning of Section 407 of the Sarbanes-Oxley Act
of 2002, and any rules and regulations promulgated there under, including that
such person shall have:


         (a)      an understanding of generally accepted accounting principles
                  and financial statements;

         (b)      experience in -

                  (i)      the preparation or auditing of financial statements
                           of generally comparable issuers;

                  (ii)     the application of such principles in connection with
                           the accounting for estimates, accruals and reserves;

                  (iii)    experience with internal accounting controls; and

                  (iv)     an understanding of Audit Committee functions.

SELECTION OF THE FINANCIAL EXPERT.

         At its first meeting following adoption of this Revised Audit Committee
Charter, the Committee shall select the Member of the Audit Committee serving
thereon as the "financial expert" of the Committee, and the person so serving
shall authorize the Company to identify such person thereafter as the financial
expert of the Committee. The financial expert shall bear no lesser or greater
responsibility to the Company than the other Members of the Board of Directors
on the Audit Committee.

EXCLUSIVE AUTHORITY OF THE COMMITTEE.

         The Audit Committee shall have exclusive authority over the hiring,
firing, and terms of engagement of each public accounting firm which performs
any audit services required by the Company or any subsidiary thereof. No such
public accounting firm may render non-audit services to the Company or any
subsidiary thereof without prior approval by the Audit Committee, unless the


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requirement of prior approval is waived by the Audit Committee. The Audit
Committee may delegate to one (1) or more designated members of the Audit
Committee the authority, subject to ratification by the full Committee, to grant
waivers permitted hereunder. Waiver shall be permissible only if granted prior
to completion of the audit for the period or periods in which the non-audit
services were rendered, and the fees received by the public accounting firm for
such non-audit services were not more than five (5%) percent of the total fees
paid to such firm during the fiscal year in which such non-audit services were
provided.

         Notwithstanding the foregoing, the Audit Committee may not permit, and
may not waive, the necessity for prior approval of any non-audit service
involving:


         1.       bookkeeping or other services related to the accounting
                  records or financial statements of the audit client;

         2.       financial information systems design and implementation;

         3.       appraisal or valuation services, fairness opinions, or
                  contribution-in-kind reports;

         4.       actuarial services;

         5.       internal audit outsourcing services;

         6.       management functions or human resources;

         7.       broker or dealer, investment adviser, or investment banking
                  services;

         8.       legal services and expert services unrelated to the audit; and

         9.       any other service that the Board determines, by regulation, is
                  impermissible.

REPORTS TO AUDIT COMMITTEES.

         The Audit Committee shall receive and retain timely reports of each
public accounting firm which performs any audit services for the Company
relating to:

         (i)      accounting policies and practices to be used;

         (ii)     any alternative treatments of financial information, within
                  generally accepted accounting principles, discussed with
                  management and considered by such firm;

         (iii)    other material written communications between such firm and
                  management, including, but not limited to, any management
                  letter or schedule of unadjusted differences.



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AUDIT PARTNER ROTATION.

         The Committee shall undertake to assure that neither the lead (or
coordinating) audit partner (having primary responsibility for the audit), or
the audit partner responsible for reviewing the audit of the Company's financial
statements for any fiscal year ending on or after the date of adoption of those
Charter persons who have performed audit services of any kind for the Company
during the five (5) consecutive years immediately preceding such fiscal year.

COMPLAINT PROCEDURES:

         The Audit Committee shall establish procedures for:

         (a)      the receipt, retention of any complaints regarding accounting,
                  internal accounting controls or auditing matters; and

         (b)      the confidential, anonymous submission by employees, and
                  former employees, consultants of, and advisors to the company
                  relating to concerns regarding questionable accounting or
                  auditing matters

OTHER RESPONSIBILITIES.

         The Audit Committee shall also have such other responsibilities as the
Committee shall deem necessary and appropriate to implement the provisions of
this Charter, including:

                  1.  to receive the written disclosures and the letter from the
                  independent accountants required by Independence Standards
                  Board Standard No. 1 (Independence Standards Board Standard
                  No. 1, Independence Discussions with Audit Committees), as may
                  be modified or supplemented, and to discuss with the
                  independent accountant the independent accountant's
                  independence;

                  2.  to recommend to the Board of Directors that the audited
                  financial statements be included in the Company's Annual
                  Report;

                  3.  to review with the independent auditors the Company's
                  independent system of audit and financial controls and results
                  of internal audits and to review such matters with appropriate
                  members of management;

                  4.  to review and discuss with management the Company's
                  financial report, accounting standards and principles of the
                  Company, and any significant changes in such standards or
                  principles or in their application;


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                  5.  to review any and all transactions, including any material
                  modifications of continuing transactions, between the Company
                  and any officer or officers thereof for conflict of interests
                  considerations;

                  6.  to review all other matters pertaining to the integrity of
                  management, including conflicts of interest, adherence to
                  standards of business conduct, and report to the full Board
                  thereon;

                  7.  to review and approve the adoption of a code of ethics to
                  be developed by the full Board of Directors for senior
                  financial officers; and

                  8.  to respond to any claim of wrongful discharge or
                  discrimination in employment for any alleged cause or reason
                  protected by Title 18 United States Code ss.1514A.

INDEPENDENT COUNSEL; ADVISERS.

         The Audit Committee shall have the authority to engage independent
counsel and other advisers, as it determines necessary to carry out its duties,
and to require the Company to provide appropriate funding, as determined by the
Audit Committee, for the payment to any advisers so employed by the Audit
Committee.













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