EXHIBIT 99.2


AUDIT & RISK MANAGEMENT COMMITTEE MANDATE
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PURPOSE

The purpose of the Audit and Risk Management  Committee (the  "Committee") is to
provide  assistance to the Board of Directors of the  Corporation  in fulfilling
its  responsibility  to  the  shareholders,   potential   shareholders  and  the
investment community relating to corporate  accounting,  the reporting practices
of the Corporation, the quality and the integrity of the Corporation's financial
reporting   practices,   and  the  audit  process.   In  so  doing,  it  is  the
responsibility  of the Committee to ensure free and open  communication  between
the directors of the  Corporation,  the  independent  auditors and the financial
management of the Corporation.

Management is responsible for the preparation, presentation and integrity of the
Corporation's financial statements and for the appropriateness of the accounting
principles  and  reporting  policies  that  are  used  by the  Corporation.  The
independent  auditors are  responsible  for auditing  the  Corporation's  annual
financial  statements  and for reviewing  the  Corporation's  interim  financial
statements.

ORGANIZATION

The  Committee  is to be  composed  of  Directors  who  are  independent  of the
management  of the  Corporation  and are free of any  relationship  that, in the
opinion  of The Board of  Directors,  would  interfere  with their  exercise  of
independent  judgment as committee members.  The Committee will ensure that it's
Chairperson  and members be  financially  literate  and that at least one member
have  expertise in financial  reporting.  The Committee  will meet at least four
times a year, with the authority to convene additional meetings as circumstances
require.

RESPONSIBILITIES

In carrying out its  responsibilities,  the Committee  believes its policies and
procedures should remain flexible, in order to best react to changing conditions
and to  ensure  to the  directors  and  shareholders  that  the  accounting  and
reporting  practices of the Corporation are in accordance with all  requirements
and are of the highest quality.

In carrying out these responsibilities, the Committee will:

     |X|  Be  responsible  for  reviewing and  recommending  for approval to the
          Board  the  annual  and   quarterly   financial   statements   of  the
          Corporation.   Included  in  this  review  is  assessing  the  use  of
          management  estimates in the preparation of the financial  statements.
          The Committee is responsible for ensuring that systems are in place to
          limit  the  potential  for  material  misstatement  in  the  financial
          statements  and  that  the  financial   statements  are  complete  and
          consistent with information known to the Committee;

     |X|  Review and recommend to the Directors the  independent  auditors to be
          selected to audit the financial statements of the Corporation;

     |X|  Meet with the  independent  auditors and  financial  management of the
          Corporation  to review the scope of the proposed audit for the current
          year and the audit  procedures to be utilized,  and at the  conclusion
          thereof review such audit,  including any comments or  recommendations
          of the independent auditors;

     |X|  Review with the independent auditors, the Corporation's  financial and
          accounting personnel, the adequacy and effectiveness of the accounting
          and financial controls and systems of the


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          Corporation,  and elicit any  recommendations  for the  improvement of
          such internal  controls  procedures  and systems or  particular  areas
          where new or more  detailed  controls  or  procedures  are  desirable.
          Particular  emphasis  should be given to the adequacy of such internal
          controls to expose any payments, transactions or procedures that might
          be deemed  illegal  or  otherwise  improper.  Further,  the  Committee
          periodically  should  review the  Corporation's  policy  statements to
          determine their appropriateness;

     |X|  Review the  Corporation's  hedging  and risk  management  systems  and
          policies;

     |X|  Review the  financial  statements  contained  in the annual  report to
          shareholders with management and the independent auditors to determine
          that the  independent  auditors are satisfied  with the disclosure and
          content  of  the   financial   statements   to  be  presented  to  the
          shareholders. Any changes in accounting policy should be reviewed;

     |X|  Review the interim and annual  financial  statements  and  disclosures
          under management's  discussion and analysis of financial condition and
          results of Operations with both management and external auditors prior
          to the release of all such reports;

     |X|  Provide  sufficient  opportunity for the independent  auditors to meet
          with the  members  of the  Committee  without  members  of  management
          present.  Among the items to be  discussed  in these  meetings are the
          independent  auditors'  evaluation  of  the  Corporations   financial,
          accounting  personnel,   and  the  cooperation  that  the  independent
          auditors received during the course of the audit;

     |X|  Review  accounting and financial human resources  succession  planning
          within the Corporation;

     |X|  Submit the minutes of all meetings of the Committee to, or discuss the
          matters  discussed  at each  Committee  meeting  with,  the  Board  of
          Directors;

     |X|  Investigate  any matter  brought to its attention  within the scope of
          its duties, with the power to retain outside advisors, including legal
          counsel for this  purpose if, in its  judgment,  that is  appropriate,
          after  providing  notice to either  the  Chairman  of the Board or the
          Chairman of the Corporate Governace and Nominating Committee;

     |X|  The Committee will review their own  performance on a continual  basis
          and make  recommendations  to the Board for  changes to this Audit and
          Risk Mangement Committee Mandate and the composition of the Committee;

     |X|  Have the right for the purpose of performing its duties to inspect all
          the  books and  records  and any  matters  relating  to the  financial
          position of the Corporation  with the officers,  employers or external
          parties,  including the external auditor,  all of whom are expected to
          cooperate.

     |X|  Receive and handle  complaints under the  Corporation's  Whistleblower
          Policy.

     |X|  Review and pre-approve amounts paid to the Corporation's  auditors for
          non-audit work.