Exhibit 99.2 MEDORA CORP.CHARTER - AUDIT COMMITTEE Committee Role The
committee's role is to act on behalf of the board of directors and oversee all
material aspects of the company's reporting, control, and audit functions,
except those specifically related to the responsibilities of another standing
committee of the board. The audit committee's role includes a particular focus
on the qualitative aspects of financial reporting to shareholders and on
company processes for the management of business/financial risk and for
compliance with significant applicable legal, ethical, and regulatory
requirements. In
addition, the committee responsible for: (1) selection and oversight of our
independent accountant; (2) establishing procedures for the receipt, retention
and treatment of complaints regarding accounting, internal controls and
auditing matters; (3) establishing procedures for the confidential, anonymous
submission by our employees of concerns regarding accounting and auditing
matters; (4) establishing internal financial controls; (5) engaging outside
advisors; and, (6) funding for the outside auditor and any outside advisors
engagement by the audit committee. The role
also includes coordination with other board committees and maintenance of strong,
positive working relationships with management, external and internal auditors,
counsel, and other committee advisors. Committee
Membership The
committee shall consist of the entire board directors. The committee shall have
access to its own counsel and other advisors at the committee's sole
discretion. Committee
Operating Principles The
committee shall fulfill its responsibilities within the context of the
following overriding principles: (1)
 Communications - The chairperson and
  others on the committee shall, to the extent appropriate, have contact
  throughout the year with senior management, other committee chairpersons, and
  other key committee advisors, external and internal auditors, etc., as
  applicable, to strengthen the committee's knowledge of relevant current and
  prospective business issues.(2)
 Committee Education/Orientation - The
  committee, with management, shall develop and participate in a process for
  review of important financial and operating topics that present potential
  significant risk to the company. Additionally, individual committee members
  are encouraged to participate in relevant and appropriate self-study
  education to assure understanding of the business and environment in which
  the company operates.


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(3)

   Annual Plan - The committee, with input from management and other key committee advisors, shall develop an annual plan responsive to the "primary committee responsibilities" detailed herein. The annual plan shall be reviewed and approved by the full board.(4)

   Meeting Agenda - Committee meeting agendas shall be the responsibility of the committee chairperson, with input from committee members. It is expected that the chairperson would also ask for management and key committee advisors, and perhaps others, to participate in this process.(5)

   Committee Expectations and Information Needs - The committee shall communicate committee expectations and the nature, timing, and extent of committee information needs to management, internal audit, and external parties, including external auditors. Written materials. including key performance indicators and measures related to key business and financial risks, shall be received from management, auditors, and others at least one week in advance of meeting dates. Meeting conduct will assume board members have reviewed written materials in sufficient depth to participate in committee/board dialogue.(6)

   External Resources -The committee shall be authorized to access internal and external resources, as the committee requires, to carry out its responsibilities.(7)

   Committee Meeting Attendees - The committee shall request members of management, counsel, internal audit, and external auditors, as applicable, to participate in committee meetings, as necessary, to carry out the committee responsibilities. Periodically and at least annually, the committee shall meet in private session with only the committee members. It shall be understood that either internal or external auditors, or counsel, may, at any time, request a meeting with the audit committee or committee chairperson with or without management attendance. In any case, the committee shall meet in executive session separately with internal and external auditors, at least annually.(8)

   Reporting to the Board of Directors - The committee, through the committee chairperson, shall report periodically, as deemed necessary, but at least semi-annually, to the full board.In addition, summarized minutes from committee meetings, separately identifying monitoring activities from approvals, shall be available to each board member at least one week prior to the subsequent board of directors meeting.
  (9)

   Committee Self Assessment - The committee shall review, discuss, and assess its own performance as well as the committee role and responsibilities, seeking input from senior management, the full board, and others. Changes in role and/or responsibilities, if any, shall be recommended to the full board for approval.
 Meeting Frequency The committee shall meet at least three times quarterly. Additional meetings shall be scheduled as considered necessary by the committee or chairperson,  2


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Reporting
to Shareholders The
committee shall make available to shareholders a summary report on the scope of
its activities. This may be identical to the report that appears in the
company's annual report. Committee's
Relationship with External and Internal Auditors (1)
 The external auditors, in their
  capacity as independent public accountants, shall be responsible to the board
  of directors and the audit committee as representatives of the shareholders.(2)
 As the external auditors review
  financial reports, they will be reporting to the audit committee. They shall
  report all relevant issues to the committee responsive to agreed-on committee
  expectations. In executing its oversight role, the board or committee should
  review the work of external auditors.(3)
 The committee shall annually review
  the performance (effectiveness, objectivity, and independence) of the
  external and internal auditors. The committee shall ensure receipt of a
  formal written statement from the external auditors consistent with standards
  set by the Independent Standards Board and the Securities and Exchange
  Commission. Additionally, the committee shall discuss with the auditor
  relationships or services that may affect auditor objectivity or
  independence. If the committee is not satisfied with the auditors' assurances
  of independence, it shall take or recommend to the full board appropriate
  action to ensure the independence of the external auditor.(4)
 The internal audit function shall be
  responsible to the board of directors through the committee.(5)
 If either the internal or the external
  auditors identify significant issues relative to the overall board
  responsibility that have been communicated to management but, in their
  judgment, have not been adequately addressed, they should communicate these
  issues to the committee chairperson.(6)
 Changes in the directors of internal
  audit or corporate compliance shall be subject to committee approval.
 Primary
Committee Responsibilities Monitor
Financial Reporting and Risk Control Related Matters The committee should review and assess: (1)
 Risk Management - The company's
  business risk management process, including the adequacy of the company's
  overall control environment and controls in selected areas representing
  significant financial and business risk.(2)
 Annual Reports and Other Major
  Regulatory Filings - All major financial reports in advance of filings or
  distribution.(3)
 Internal Controls and Regulatory
  Compliance - The company's system of internal controls for detecting
  accounting and reporting financial errors, fraud and defalcations, legal
  violations, and noncompliance with the corporate code of conduct.(4)
 Internal Audit Responsibilities - The
  annual audit plan and the process used to develop the plan. Status of activities,
  significant findings, recommendations, and management's response.(5)
 Regulatory Examinations - SEC
  inquiries and the results of examinations by other regulatory authorities in
  terms of important findings, recommendations, and management's response.(6)
 External Audit Responsibilities -
  Auditor independence and the overall scope and focus of the annual/interim
  audit, including the scope and level of involvement with unaudited quarterly
  or other interim-period information.(7)
 Financial Reporting and Controls - Key
  financial statement issues and risks, their impact or potential effect on
  reported financial information, the processes used by management to address
  such matters, related auditor views, and the basis for audit conclusions.
  Important conclusions on interim and/or year-end audit work in advance of the
  public release of financials.(8)
 Auditor Recommendations - Important
  internal and external auditor recommendations on financial reporting,
  controls, other matters, and management's response. The views of management
  and auditors on the overall quality of annual and interim financial
  reporting.
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The committee should review, assess, and approve: (1)

   The code of ethical conduct.(2)

   Changes in important accounting principles and the application thereof in both interim in and annual financial reports.(3)

   Significant conflicts of interest and related-party transactions.(4)

   External auditor performance and changes in external audit firm (subject to ratification by the full board).(5)

   Internal auditor performance and changes in internal audit leadership and/or key financial management.(6)

   Procedures for whistle blowers.(7)

   Pre-approve allowable services to be provided by the auditor.(8)

   Retention of complaints.
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