Exhibit 3(h)

                                MBA HOLDINGS, INC
                             AUDIT COMMITTEE CHARTER


AUDIT COMMITTEE CHARTER

This  Audit  Committee  Charter  (Charter)  has  been  adopted  by the  Board of
Directors (the Board) of MBA Holdings,  Inc. (the Company).  The Audit Committee
of the Board (the Committee) shall review and reassess this charter annually and
recommend any proposed changes to the Board for approval.

ROLE AND INDEPENDENCE: ORGANIZATION

The Committee assists the Board in fulfilling its  responsibility  for oversight
of the quality and integrity of the accounting,  auditing, internal control, and
financial  reporting  practices of the Company.  The membership of the Committee
shall consist of at least three directors who are each free of any  relationship
that, in the opinion of the Board,  may interfere with such member's  individual
exercise of  independent  judgment.  Each  Committee  member shall also meet the
independence   and  financial   literacy   requirements  for  serving  on  audit
committees,  and at least one member shall have accounting or related  financial
management  expertise,  all as set forth in the applicable  rules of the Nasdaq.
The Committee  shall maintain free and open  communication  with the independent
auditors,  the internal  auditors,  and Company  management.  In discharging its
oversight role, the Committee is empowered to investigate any matter relating to
the Company's  accounting,  auditing,  internal control,  or financial reporting
practices  brought to its  attention,  with full  access to all  Company  books,
records,  facilities,  and personnel.  The Committee may retain outside counsel,
auditors or other advisors.

One member of the  Committee  shall be  appointed  as chair.  The chair shall be
responsible for leadership of the Committee,  including scheduling and presiding
over meetings,  preparing agendas,  and making regular reports to the Board. The
chair will also maintain regular liaison with the CEO, CFO, the lead independent
audit partner, and the director of internal audit (if applicable).

The Committee  shall meet at least four times a year, or more  frequently as the
Committee considers necessary.  At least once each year the Committee shall have
separate private  meetings with the independent  auditors,  management,  and the
internal auditors.

RESPONSIBILITIES

Although the Committee may wish to consider  other duties from time to time, the
general recurring activities of the Committee in carrying out its oversight role
are described  below.  The Committee shall be responsible for: o Recommending to
the Board the independent  auditors to be retained (or nominated for shareholder
approval) to audit the financial  statements  of the Company.  Such auditors are
ultimately accountable to the Board and the Committee, as representatives of the
shareholders.

     *    Evaluating, together with the Board and management, the performance of
          the  independent  auditors  and,  where  appropriate,  replacing  such
          auditors.

     *    Obtaining  annually  from the  independent  auditors a formal  written
          statement  describing all  relationships  between the auditors and the
          Company,  consistent with Independence Standards Board Standard Number
          1.  The  Committee  shall  actively  engage  in a  dialogue  with  the
          independent auditors with respect to any relationships that may impact
          the  objectivity  and  independence of the auditors and shall take, or
          recommend  that the Board  take,  appropriate  actions to oversee  and
          satisfy itself as to the auditors' independence.
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     *    Reviewing the audited  financial  statements and discussing  them with
          management  and the  independent  auditors.  These  discussions  shall
          include  the matters  required  to be  discussed  under  Statement  of
          Auditing  Standards  No. 61 and  consideration  of the  quality of the
          Company's accounting principles as applied in its financial reporting,
          including a review of  particularly  sensitive  accounting  estimates,
          reserves and accruals, judgmental areas, audit adjustments (whether or
          not  recorded),  and other  such  inquiries  as the  Committee  or the
          independent auditors shall deem appropriate. Based on such review, the
          Committee  shall  make  its  recommendation  to  the  Board  as to the
          inclusion  of  the  Company's  audited  financial  statements  in  the
          Company's Annual Report on Form 10-K.

     *    Annually  issuing  a report  to be  included  in the  Company's  proxy
          statement  as required  by the rules of the  Securities  and  Exchange
          Commission.

     *    Overseeing the relationship with the independent  auditors,  including
          discussing  with the  auditors  the  nature  and  rigor  of the  audit
          process,  receiving and  reviewing  audit  reports,  and providing the
          auditors full access to the Committee (and the Board) to report on any
          and all appropriate matters.

     *    Discussing  with a  representative  of management and the  independent
          auditors:  (1) the  interim  financial  information  contained  in the
          Company's  Quarterly Report on Form 10-Q prior to its filing,  (2) the
          earnings announcement prior to its release, and (3) the results of the
          review  of  such  information  by  the  independent  auditors.  (These
          discussions  may be held  with  the  Committee  as a  whole,  with the
          Committee chair in person, or by telephone.)

     *    Overseeing  internal  audit  activities  (if  applicable),   including
          discussing  with  management  and the  internal  auditors the internal
          audit function's organization, objectivity,  responsibilities,  plans,
          results, budget, and staffing.

     *    Discussing with management, the internal auditors (if applicable), and
          the  independent  auditors the quality and adequacy of and  compliance
          with the Company's internal controls.

     *    Discussing  with management  and/or the Company's  general counsel any
          legal matters  (including the status of pending  litigation)  that may
          have a material impact on the Company's  financial  statements and any
          material   reports  or  inquiries  from   regulatory  or  governmental
          agencies.

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The  Committee's  job is one of  oversight.  Management is  responsible  for the
preparation of the Company's financial  statements and the independent  auditors
are responsible for auditing those financial  statements.  The Committee and the
Board  recognize  that  management  (including the internal audit staff) and the
independent  auditors have more  resources and time and more detailed  knowledge
and information regarding the Company's accounting,  auditing,  internal control
and financial  reporting  practices than the Committee  does;  accordingly,  the
Committee's  oversight role does not provide any expert or special  assurance as
to the financial  statements  and other  financial  information  provided by the
Company to its shareholders and others.


/s/ Edward Wilczewski
---------------------------
Edward Wilczewski
Audit Committee Chairperson


/s/ Keith Cannon
---------------------------
Keith Cannon
Audit Committee Member


/s/ Michael Brady
---------------------------
Michael Brady
Audit Committee Member

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