**Exhibit
        99.1**
 
 **AUDIT
        COMMITTEE CHARTER**
 
 (As
        Amended by the Board of Directors on December 20, 2004)
 
 ***Purpose***
 
 To
        assist
        the Board of Directors in fulfilling its oversight responsibilities related
        to
        the accounting and financial reporting processes and audits of the financial
        statements of the Company.
 
 ***Membership
        and Structure***
 
 The
        Committee shall have at least three members, each of whom: (a) satisfies
        the
        independence standards specified in Sections 121A of the American Stock Exchange
        (“The AMEX”) Company Guide 1 (“AMEX
        Company Guide”) and Rule 10A-3 of the Securities Exchange Act of 1934, as
        amended (the “Exchange Act”); (b) is able to read and understand fundamental
        financial statements, including the Company's balance sheet, income statement,
        and cash flow statement; (c) at least one member of the Committee is required
        to
        be financially sophisticated, in that he or she has 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 but not limited to being or having been
        a
        CEO, CFO, or other senior officer with financial oversight responsibilities;
        and
        (d) notwithstanding paragraph (a) above, one director who is not independent
        as
        defined in Section 121A, but who satisfies the requirements of Rule 10A-3
        under
        the Exchange Act, and is not a current officer or employee or an immediate
        family member of such officer or employee, may be appointed to the Committee,
        if
        the Board, under exceptional and limited circumstances, determines that
        membership on the Committee by the individual is required by the best interests
        of the Company and its stockholders.  A
        director appointed to the Committee pursuant to this exception may not serve
        for
        in excess of two consecutive years and may not chair the Committee .
        Notwithstanding the foregoing, a company that is a small business issuer
        pursuant to Securities and Exchange Commission Regulation S-B can elect to
        utilize the exception contained in Section 121B(2)(c) of the AMEX Company
        Guide,
        which requires that at least 50% of the directors on the Company’s Board of
        Directors are independent directors as defined in Section 121A of the AMEX
        Company Guide, as required by Sections 121B(2)(c) and 802 of the AMEX Company
        Guide.
 
 ***Meetings***
 
 The
        Committee shall meet on at least a quarterly basis.
 
 ***Scope
        of Responsibilities***
 
 q
              Select,
                  evaluate, and oversee the Company’s independent
                  accountants.
 
 q
              Ensure
                  a formal written statement delineating all relationships between
                  the
                  auditor and the Company, consistent with Independence Standards
                  Board
                  Standard 1, and the Committee’s responsibility for 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, is received
                  from the outside auditors.
 
 q
              Ensure
                  that all critical accounting policies and practices and alternative
                  accounting treatments are communicated by the independent accountants
                  to
                  the Committee, other material written communications are maintained
                  by the
                  Committee, and such communications occur prior to the filing of
                  the
                  Company’s annual reports or proxy statements, as well as prior to filing
                  registration statements and other periodic or current reports when
                  audited
                  reports are included.
 
 q
              Ensure
                  disclosure in periodic reports of non-audit services approved by
                  the
                  Committee.
 
 q
              Ensure
                  that the outside auditor’s ultimate accountability is to the Committee and
                  the Board of Directors, as representatives of stockholders, and
                  these
                  stockholders representatives’ ultimate authority and responsibility is to
                  select, evaluate, and, where appropriate, replace the outside
                  auditor.
 
 q
              External/internal
                  audit plan.
 
 q
              External/internal
                  audit reports and management
                  letter.
 
 q
              Interface
                  between management and the independent accountants to review the
                  scope of
                  the annual audit to be performed.
 
 q
              Systems
                  of internal control.
 
 q
              Review
                  annual and quarterly financial statements, and other periodic reports
                  containing financial statements.
 
 q
              Review
                  and pre-approve the scope of services to be provided by the independent
                  public accountants, including all audit and non-audit services
                  (i.e. all
                  Audit Fees, Audit-Related Fees, Tax Fees, and All Other
                  Fees).
 
 q
              Procedures
                  for handling complaints regarding the Company’s accounting
                  practices.
 
 q
              Authority
                  to bind the Company for funding for the independent auditor and
                  any
                  outside advisor(s) engaged by the Audit
                  Committee.




1
        Each listed company must have a sufficient number of independent directors
        on
        its Board of Directors (1) such that at least a majority of such director
        are
        independent directors (subject to the exceptions set forth in Section 801
        and,
        with respect to small business issuers, Section 121B(2)(c)), and (2) to satisfy
        the audit committee requirement set forth below. “Independent Director” means a
        person other than an officer or employee of the Company or any parent or
        any
        subsidiary. No director qualifies as independent unless the Board of Directors
        affirmatively determines that the director does not have a material relationship
        with the Company that would interfere with the exercise of independent
        judgment.









***Responsibilities,
      Authority, and Procedures***





The
      Committee shall have specific responsibilities, authority, and procedures
      necessary to comply with Rule 10A-3(b)(2), (3), (4) and (5) under the Exchange
      Act (subject to the exemptions provided in Rule 10A-3(c) under the Exchange
      Act)
      and Sections 121 and 803 of the AMEX Company Guide, concerning responsibilities
      relating to:





1.
            Annual
                assessment of the adequacy of the Committee’s
                charter;





2.
            Registered
                public accounting firm2;





3.
            Internal
                control over financial reporting and certification of disclosure
                reports
                pursuant to Section 229.308 of Regulation S-K under the Exchange
                Act;





4.
            Complaints
                relating to accounting, internal accounting controls or auditing
                matters3;





5.
            Preparation
                of the Committee report required under Section 229.306 of Regulation
                S-K
                under the Exchange Act;





6.
            Authority
                to engage advisors4;
                and





7.
            Funding
                as determined by the Committee5.






2The Audit Committee of the Company, in its capacity as a committee
          of the
          board of directors, shall be directly responsible for the appointment,
          compensation, retention and oversight of the work of any registered public
          accounting firm engaged (including resolution of disagreements between
          management and the auditor regarding financial reporting) for the purpose
          of
          preparing or issuing an audit report or performing other audit, review
          or attest
          services for the Company, and each such registered public accounting firm
          must
          report directly to the Committee.
 3The Audit Committee shall establish procedures for: (i) the receipt,
          retention, and treatment of complaints received by the Company regarding
          accounting, internal accounting controls, or auditing matters; and (ii)
          the
          confidential, anonymous submission by employees of the Company of concerns
          regarding questionable accounting or auditing matters.
 4The Audit Committee shall have the authority to engage independent
          counsel
          and other advisors, as it determines necessary to carry out its
          duties.
 5The Audit Committee shall provide for appropriate funding, in its
          capacity
          as a committee of the board of directors, for payment of: (i) compensation
          to
          any 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 advisors employed by the Committee
          under
          paragraph 6; and (iii) ordinary administrative expenses of the Committee
          that
          are necessary or appropriate in carrying out is duties.