Exhibit 99.1

    Charter of the Audit Committee of the Board of Directors

I.  Audit Committee Purpose

     The  Audit  Committee is appointed by the Board of Directors
     to   assist   the   Board   in  fulfilling   its   oversight
     responsibilities. The Audit Committee's primary  duties  and
     responsibilities are to:

      - Monitor the integrity of the Company's financial reporting
        process and systems of internal controls regarding finance,
        accounting, and legal compliance.

      - Monitor the independence and performance of the Company's
        independent auditors and internal auditing department.

      - Provide an avenue of communication among the independent
        auditors, management, the internal auditing department, and the
        Board of Directors.

     The  Audit  Committee  has  the  authority  to  conduct  any
     investigation     appropriate     to     fulfilling      its
     responsibilities,   and  it  has  direct   access   to   the
     independent  auditors as well as anyone in the organization.
     The  Audit  Committee  has the ability  to  retain,  at  the
     Company's  expense,  special  legal,  accounting,  or  other
     consultants or experts it deems necessary in the performance
     of its duties.

II. Audit Committee Composition and Meetings

     Audit  Committee members shall meet the requirements of  the
     NASDAQ   stock  Exchange.  The  Audit  Committee  shall   be
     comprised  of three or more directors as determined  by  the
     Board,  each  of  whom  shall  be  independent  nonexecutive
     directors,  free from any relationship that would  interfere
     with  the  exercise of his or her independent judgment.  All
     members of the Committee shall have a basic understanding of
     finance  and  accounting and be able to read and  understand
     fundamental financial statements, and at least one member of
     the Committee shall be designated as a "financial expert" as
     defined by the SEC.

     Audit Committee members shall be appointed by the Board.  If
     an  audit committee Chair is not designated or present,  the
     members  of the Committee may designate a Chair by  majority
     vote of the Committee membership.

     The  Committee  shall meet at least two times  annually,  or
     more   frequently  as  circumstances  dictate.   The   Audit
     Committee  Chair shall prepare and/or approve an  agenda  in
     advance of each meeting. The Committee should meet privately
     in  executive session at least annually with management, the
     independent  auditors,  and as a committee  to  discuss  any
     matters  that the Committee or each of these groups  believe
     should be discussed. In addition, the Committee, or at least
     its  Chair,  should  communicate  with  management  and  the
     independent  auditors  quarterly  to  review  the  Company's
     financial statements and significant findings based upon the
     auditors limited review procedures.

III. Audit Committee Responsibilities and Duties

     Review Procedures

     1.Review and reassess the adequacy of this Charter at  least
       annually.   Submit the charter to the Board  of  Directors
       for  approval  and  have the document published  at  least
       every three years in accordance with SEC regulations.

     2.   Review the Company's annual audited financial statements
       prior  to  filing or distribution.  Review should  include
       discussion  with  management and independent  auditors  of
       significant issues regarding accounting principles, practices,
       and judgments.

     3.In  consultation  with the management and the  independent
       auditors,   consider  the  integrity  of   the   Company's
       financial   reporting  processes  and  controls.   Discuss
       significant  financial  risk  exposures  and   the   steps
       management has taken to monitor, control, and report  such
       exposures.  Review significant findings  prepared  by  the
       independent auditors and the internal auditing  department
       together with management's responses.

     4.   Review and approve all related party transactions of the
       Company.

     5.   Review the Company's code of business conduct and ethics to
       ensure that it is adequate and up to date.

     6.   Review procedures for the confidential and/or anonymous
       submission  by  employees or others of concerns  regarding
       questionable accounting or auditing matters.

     7.    Review  with financial management and the  independent
       auditors the company's quarterly financial results prior to the
       release of earnings and/or the company's quarterly financial
       statements  prior to filing or distribution.  Discuss  any
       significant changes to the Company's accounting principles and
       any items required to be communicated by the independent auditors
       in  accordance with SAS 61 (see item 9). The Chair of  the
       Committee may represent the entire Audit Committee for purposes
       of this review.

     Independent Auditors

     8.   The independent auditors are ultimately accountable to the
       Audit Committee and the Board of Directors.  The Audit Committee
       shall review the independence and performance of the auditors and
       annually recommend to the Board of Directors the appointment of
       the independent auditors or approve any discharge of auditors
       when circumstances warrant.

     9.   Approve the fees and other significant compensation to be
       paid to the independent auditors.

     10.  On an annual basis, the Committee should review and discuss
       with the independent auditors all significant relationships they
       have  with  the  Company that could impair  the  auditors'
       independence.

     11.  Review the independent auditors audit plan - discuss scope,
       staffing, locations, reliance upon management, and internal audit
       and general audit approach.

     12.   Prior to releasing the year-end earnings, discuss  the
       results of the audit with the independent auditors. Discuss
       certain matters required to be communicated to audit committees
       in accordance with AICPA SAS 61.

     13.   Consider the independent auditors' judgments about the
       quality  and  appropriateness of the Company's  accounting
       principles as applied in its financial reporting.

     Legal Compliance

     14.   On at least an annual basis, review with the Company's
       counsel, any legal matters that could have a significant impact
       on  the organization's financial statements, the Company's
       compliance with applicable laws and regulations, and inquiries
       received from regulators or governmental agencies.

     Other Audit Committee Responsibilities

     15.  Annually prepare a report to shareholders as required by the
       Securities and Exchange Commission.  The report should  be
       included in the Company's annual report.

     16.  Perform any other activities consistent with this Charter,
       the Company's by-laws, and governing law, as the Committee or the
       Board deems necessary or appropriate.

     17.  Maintain minutes of meetings and periodically report to the
       Board of Directors on significant results of the foregoing
       activities.