EXHIBIT 99.1



Audit Committee Pre-Approval Policy



I. Statement of Principles



The Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision
of such services does not impair the auditors independence. Unless a type of service to be provided by the independent auditor has received general pre-approval, it will require specific pre-approval by the Audit Committee. Any proposed
services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee.



The appendices to this Policy describe the Audit, Audit-related, Tax and All Other services that have the pre-approval of the Audit Committee. The term of
any pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee will periodically revise the list of pre-approved services, based on subsequent determinations.



II. Delegation



The Audit Committee may delegate pre-approval authority to one or more of its
members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services
performed by the independent auditor to management.



III. Audit Services



The annual Audit services engagement terms and fees will
be subject to the specific pre-approval of the Audit Committee. The Audit Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Company structure or other matters.



In addition to the annual Audit services engagement approved by the Audit
Committee, the Audit Committee may grant pre-approval for other Audit services, which are those services that only the independent auditor reasonably can provide. The Audit Committee has pre-approved the Audit services listed in Appendix A. All
other Audit services not listed in Appendix A must be separately pre-approved by the Audit Committee.



IV. Audit-related Services



Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Companys financial statements and that are traditionally performed by the independent auditor. The
Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor, and has pre-approved the Audit-related services listed in Appendix B. All other Audit-related services not listed in Appendix B
must be separately pre-approved by the Audit Committee.



V. Tax Services



The Audit Committee believes that the independent auditor
can provide Tax services to the Company such as tax compliance, tax planning and tax advice without impairing the auditors independence. However, the Audit Committee will not permit the retention of the independent auditor in connection with a
transaction initially recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee has pre-approved
the Tax services listed in Appendix C. All Tax services involving large and complex transactions not listed in Appendix C must be separately pre-approved by the Audit Committee.



VI. All Other Services



The Audit Committee may grant pre-approval to those permissible non-audit services classified, as All Other services that it believes are routine and
recurring services, and would not impair the independence of the





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auditor. The Audit Committee has pre-approved the All Other services listed in Appendix D. Permissible All Other services
not listed in Appendix D must be separately pre-approved by the Audit Committee.



A list of the SECs prohibited non-audit services is attached to this policy as Exhibit 1. The SECs rules and relevant guidance should be consulted to determine the precise definitions of these services and
the applicability of exceptions to certain of the prohibitions.



VII.
Pre-Approval Fee Levels



Pre-approval fee levels for all
services to be provided by the independent auditor will be established periodically by the Audit Committee. Any proposed services exceeding these levels will require specific pre-approval by the Audit Committee.



VIII. Supporting Documentation



With respect to each proposed pre-approved service, the independent auditor
will provide detailed back-up documentation, which will be provided to the Audit Committee, regarding the specific services to be provided.



IX. Procedures



Requests or applications to provide services that require separate approval by the Audit Committee will be submitted to the Audit Committee by both the
independent auditor and the Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SECs rules on auditor independence.



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Appendix A



Pre-Approved Audit Services for Fiscal Year 2004



Dated: February 15, 2004



|                                                                                                                                                                                                                                                                                 |  |                
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------
|Service                                                                                                                                                                                                                                                                          |  | Range of Fees  
|                                                                                                                                                                                                                                                                                
|Statutory audits or financial audits for subsidiaries or affiliates of the Company                                                                                                                                                                                               |  | $30,000$32,000
|                                                                                                                                                                                                                                                                                
|Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort
letters, consents), and assistance in responding to SEC comment letters           |  | $15,00016,000 
|                                                                                                                                                                                                                                                                                
|Consultations by the Companys management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards
or interpretations by the SEC, FASB, or other regulatory or standard setting bodies |  | n/a            
|                                                                                                                                                                                                                                                                                



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Appendix B



Pre-Approved Audit-Related Services for Fiscal Year 2004



Dated: February 15, 2004



|                                                                                                                                                                                                                                                                                 |  |              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Service                                                                                                                                                                                                                                                                          |  | Range of Fees
|                                                                                                                                                                                                                                                                                
|Due diligence services pertaining to potential business acquisitions/dispositions                                                                                                                                                                                                |  | n/a          
|                                                                                                                                                                                                                                                                                
|Financial statement audits of employee benefit plans                                                                                                                                                                                                                             |  | n/a          
|                                                                                                                                                                                                                                                                                
|Agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial,
accounting or regulatory reporting matters                                                                                                |  | n/a          
|                                                                                                                                                                                                                                                                                
|Internal control reviews and assistance with internal control reporting requirements                                                                                                                                                                                             |  | n/a          
|                                                                                                                                                                                                                                                                                
|Consultations by the Companys management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards
or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies |  | n/a          
|                                                                                                                                                                                                                                                                                
|Attest services not required by statute or regulation                                                                                                                                                                                                                            |  | n/a          
|                                                                                                                                                                                                                                                                                



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Appendix C



Pre-Approved Tax Services for Fiscal Year 2004



Dated: February 15, 2004



|                                                                                                                                                            |  |              
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Service                                                                                                                                                     |  | Range of Fees
|                                                                                                                                                           
|U.S. federal, state and local tax planning and advice                                                                                                       |  | n/a          
|                                                                                                                                                           
|U.S. federal, state and local tax compliance                                                                                                                |  | n/a          
|                                                                                                                                                           
|International tax planning and advice                                                                                                                       |  | n/a          
|                                                                                                                                                           
|International tax compliance                                                                                                                                |  | n/a          
|                                                                                                                                                           
|Review of federal, state, local and international income, franchise, and other tax returns                                                                  |  | $7,000$7,500
|                                                                                                                                                           
|Licensing or purchase of income tax preparation software4 from the independent auditor, provided the functionality is limited to preparation of tax returns |  | n/a          
|                                                                                                                                                           



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4Licensing or purchasing income tax preparation software is permitted, so long as
the functionality is limited to preparation of tax returns. If the software performs additional functions, each function must be evaluated separately for its potential effect on the auditors independence.





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Appendix D



Pre-Approved All Other Services for Fiscal Year 2004



Dated: February 15, 2004



|        |  |              
|------- |  | -------------
|Service |  | Range of Fees
|       
|None    |  | n/a          
|       



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Exhibit 1



Prohibited Non-Audit Services



n    Bookkeeping or other services related to the accounting records or financial statements of the audit
client§5



n    Financial information systems design and implementation§5





n    Appraisal or valuation services, fairness opinions or contribution-in-kind reports§5



n    Actuarial
services§5



n    Internal audit outsourcing services§5



n    Management functions



n    Human resources



n    Broker-dealer, investment adviser or investment banking services



n    Legal services



n    Expert services unrelated to the audit



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5Provision of these non-audit services is permitted if it is reasonable to conclude that the results of these services will not be subject to audit procedures.
Materiality is not an appropriate basis upon which to overcome the rebuttable presumption that prohibited services will be subject to audit procedures because determining materiality is itself a matter of audit judgment.



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