---

EXHIBIT 14:   THE AUDIT COMMITTEE'S CHARTER

Mandate

The primary function of the audit committee (the "Committee")
is to assist the Companys Board of Directors in fulfilling its financial
oversight responsibilities by reviewing the financial reports and other
financial information provided by the Company to regulatory authorities and
shareholders, the Companys systems of internal controls regarding finance and
accounting and the Companys auditing, accounting and financial reporting
processes. Consistent with this function, the Committee will encourage
continuous improvement of, and should foster adherence to, the Companys
policies, procedures and practices at all levels. The Committees primary duties
and responsibilities are to:

| |  | serve as an independent and objective party to
      monitor the Companys financial reporting and internal control system and
      review the Companys financial statements;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                
| |  | review and appraise the performance of the
      Companys external auditors; and                                                                                              
| |   |                                                                                                                                                                                
| |  | provide an open avenue of communication among
      the Companys auditors, financial and senior management and the Board of
      Directors.                                  

Composition

The Committee shall be comprised of a minimum three directors
as determined by the Board of Directors. If the Company ceases to be a venture
issuer (as that term is defined in Multilateral Instrument 52-110), then all of
the members of the Committee shall be free from any relationship that, in the
opinion of the Board of Directors, would interfere with the exercise of his or
her independent judgment as a member of the Committee.

If the Company ceases to be a venture issuer (as that term is
defined in Multilateral Instrument 52-110), then all members of the Committee
shall have accounting or related financial management expertise. All members of
the Committee that are not financially literate will work towards becoming
financially literate to obtain a working familiarity with basic finance and
accounting practices. For the purposes of the Company's Audit Committee Charter,
the definition of financially literate is the ability to read and understand a
set of financial statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and complexity of
the issues that can presumably be expected to be raised by the Company's
financial statements.

The members of the Committee shall be elected by the Board of
Directors at its first meeting following the annual shareholders meeting.
Unless a Chair is elected by the full Board of Directors, the members of the
Committee may designate a Chair by a majority vote of the full Committee
membership.

Meetings

The Committee shall meet at least twice annually,or
more frequently as circumstances dictate. As part of its job to foster open
communication, the Committee will meet at least annually with the Chief
Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee
shall:

| | 1. | Documents/Reports Review
| | -- | ------------------------

| | (a) | review and update this Audit Committee Charter annually;
      and                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | review the Company's financial statements, MD&A and
      any annual and interim earnings press releases before the Company publicly
      discloses this information and any reports or other financial information
      (including quarterly financial statements), which are submitted to any
      governmental body, or to the public, including any certification, report,
      opinion, or review rendered by the external auditors.

---

| | 2. | External Auditors
| | -- | -----------------

| | (a) | review annually, the performance of the external auditors
      who shall be ultimately accountable to the Companys Board of Directors
      and the Committee as representatives of the shareholders of the
      Company;                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                 
| | (b) | obtain annually, a formal written statement of external
      auditors setting forth all relationships between the external auditors and
      the Company, consistent with Independence Standards Board Standard
    1;                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                 
| | (c) | review and discuss with the external auditors any
      disclosed relationships or services that may impact the objectivity and
      independence of the external auditors;                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                 
| | (d) | take, or recommend that the Companys full Board of
      Directors take appropriate action to oversee the independence of the
      external auditors, including the resolution of disagreements between
      management and the external auditor regarding financial
  reporting;                            
| |     |                                                                                                                                                                                                                                                                                                                 
| | (e) | recommend to the Companys Board of Directors the
      selection and, where applicable, the replacement of the external auditors
      nominated annually for shareholder approval;                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                 
| | (f) | recommend to the Companys Board of Directors the
      compensation to be paid to the external auditors;                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                 
| | (g) | at each meeting, consult with the external auditors,
      without the presence of management, about the quality of the Companys
      accounting principles, internal controls and the completeness and accuracy
      of the Company's financial statements;                                                 
| |     |                                                                                                                                                                                                                                                                                                                 
| | (h) | review and approve the Company's hiring policies
      regarding partners, employees and former partners and employees of the
      present and former external auditors of the Company;                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                 
| | (i) | review with management and the external auditors the
      audit plan for the year-end financial statements and intended template for
      such statements; and                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                 
| | (j) | review and pre-approve all audit and audit-related
      services and the fees and other compensation related thereto, and any
      non-audit services, provided by the Companys external auditors. The
      pre-approval requirement is waived with respect to the provision of
      non-audit services if:

| | (i)   | the aggregate amount of all such non-audit services
      provided to the Company constitutes not more than five percent of the
      total amount of revenues paid by the Company to its external auditors
      during the fiscal year in which the non- audit services are
    provided,                                                       
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                   
| | (ii)  | such services were not recognized by the Company at the
      time of the engagement to be non-audit services, and                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                   
| | (iii) | such services are promptly brought to the attention of
      the Committee by the Company and approved prior to the completion of the
      audit by the Committee or by one or more members of the Committee who are
      members of the Board of Directors to whom authority to grant such
      approvals has been delegated by the Committee.

---

Provided the pre-approval of the
non-audit services is presented to the Committee's first scheduled meeting
following such approval such authority may be delegated by the Committee to one
or more independent members of the Committee.

| | 3. | Financial Reporting Processes
| | -- | -----------------------------

| | (a) | in consultation with the external auditors, review with
      management the integrity of the Company's financial reporting process,
      both internal and external;                                                                                                               
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                      
| | (b) | consider the external auditors judgments about the
      quality and appropriateness of the Companys accounting principles as
      applied in its financial reporting;                                                                                                            
| |     |                                                                                                                                                                                                                                                                                      
| | (c) | consider and approve, if appropriate, changes to the
      Companys auditing and accounting principles and practices as suggested by
      the external auditors and management;                                                                                                    
| |     |                                                                                                                                                                                                                                                                                      
| | (d) | review significant judgments made by management in the
      preparation of the financial statements and the view of the external
      auditors as to appropriateness of such judgments;                                                                                            
| |     |                                                                                                                                                                                                                                                                                      
| | (e) | following completion of the annual audit, review
      separately with management and the external auditors any significant
      difficulties encountered during the course of the audit, including any
      restrictions on the scope of work or access to required
  information;
| |     |                                                                                                                                                                                                                                                                                      
| | (f) | review any significant disagreement among management and
      the external auditors in connection with the preparation of the financial
      statements;                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                      
| | (g) | review with the external auditors and management the
      extent to which changes and improvements in financial or accounting
      practices have been implemented;                                                                                                                
| |     |                                                                                                                                                                                                                                                                                      
| | (h) | review any complaints or concerns about any questionable
      accounting, internal accounting controls or auditing matters;                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                      
| | (i) | review certification process;                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                      
| | (j) | establish a procedure for the receipt, retention and
      treatment of complaints received by the Company regarding accounting,
      internal accounting controls or auditing matters; and                                                                                         
| |     |                                                                                                                                                                                                                                                                                      
| | (k) | establish a procedure for the confidential, anonymous
      submission by employees of the Company of concerns regarding questionable
      accounting or auditing matters.                                                                                                          

| | 4. | Other
| | -- | -----

| | (a) | review any related-party transactions;                                                                     
| | --- | -----------------------------------------------------------------------------------------------------------
| |     |                                                                                                            
| | (b) | engage independent counsel and other advisors as it
      determines necessary to carry out its duties; and
| |     |                                                                                                            
| | (c) | to set and pay compensation for any independent counsel
      and other advisors employed by the Committee.

---