Exhibit
99.1
 
 **AUDIT
AND FINANCE COMMITTEE CHARTER**
  
  **PURPOSE**
 
 The Audit
and Finance Committee ("Audit Committee" or "Committee") is a committee of the
Board of Directors. The primary function of the Audit Committee is to assist the
Board of Directors in fulfilling their oversight responsibility to the
Corporation's shareholders, potential shareholders, the investment community,
and others.
 
 Consistent
with this function, the Committee should encourage continuous improvement of,
and should foster adherence to, the Corporation's policies, procedures and
practices at all levels. The Audit Committee's primary duties and
responsibilities are to:
 
 1.  Serve as
an independent, competent and objective party to monitor the integrity of the
Corporation's financial reporting process and internal control systems relating
to finance, accounting and legal compliance.
 
 2.  Appoint,
compensate, retain and oversee the Corporation's independent auditors and
oversee the work performed by the independent auditors.
 
 3.  Assist
the Board of Directors in fulfilling its responsibilities by reviewing the
financial reports provided by the Corporation to the Securities and Exchange
Commission ("SEC") and the Corporation's stockholders.
 
 4.  Recommend,
establish and monitor procedures designed to improve the quality and reliability
of the disclosure of the Corporation's financial condition and results of
operations.
 
 5.  Provide
an unobstructed avenue of communication among the independent auditors,
financial and senior management, and the Board of Directors.
 
 The
Committee will fulfill these responsibilities by carrying out the activities
enumerated in the Responsibilities and Duties Section of this Audit Committee
Charter (the "Charter"). In discharging its responsibilities, the Committee is
empowered to investigate any matter brought to its attention with full access to
all books, records, facilities, independent auditors of the Corporation and
personnel of the Corporation and has the authority to engage, at the
Corporation's expense, independent counsel and other advisors as it determines
necessary to fulfill its duties.
 
 **COMPOSITION**
 
 The
Committee shall be comprised of three or more directors as determined by the
Board of Directors, or a committee thereof, each of whom (i) shall meet the
independence and audit committee composition requirements promulgated by the
SEC, the National Association of Securities Dealers ("NASD"), any exchange upon
which securities of the Corporation are traded or any governmental or regulatory
body exercising authority over the Corporation (each a "Regulatory Body" and
collectively the "Regulatory Bodies"), as in effect from time to time, (ii)
shall not have participated in the preparation of the financial statements of
the Corporation at any time during the past three years, and (iii) shall be free
from any relationship that would interfere with the exercise of his or her
independent judgment as a member of the Committee. Other than in the director's
capacity as a member of the Board of Directors and any Board committee, no
member of the Committee shall (1) accept any consulting, advisory or other
compensatory fee from the Corporation or any subsidiary; or (2) be an affiliated
person of the Corporation or any subsidiary.
 
 All
members appointed to the Committee shall either:
 
 1.  be
financially literate, upon appointment, which is defined as, having a basic
understanding of finance and accounting and being able to read and understand
fundamental financial statements, including a balance sheet, income statement
and statement of cash flows; or
 
 2.  will be
financially literate within a reasonable period of time after appointment to the
Committee.
   
 
 At least
one member of the Committee shall have past employment experience in finance or
accounting, requisite professional certification in accounting or other
comparable experience or background which results in the member's financial
sophistication, which experience may include having served as a chief executive
officer, chief financial officer or other senior officer with financial
oversight responsibilities of a comparable entity.
 
 The
Committee shall ensure that all necessary and proper disclosures shall be made
in all applicable filings with the SEC as to composition of the Committee,
including that at least one member of the Committee shall be a financial expert,
as defined by the SEC regulations. Committee members may enhance their
familiarity with finance and accounting by participating in educational programs
conducted by the Corporation or an outside consultant. Independence and
financial ability is to be determined by the Board of Directors in its business
judgment.
 
 The
members of the Committee shall be elected by the Board of Directors at the
annual meeting of the Board of Directors and shall serve until their successors
shall be duly elected and qualified. Unless a Chair is elected by the full Board
of Directors, or a committee thereof, the members of the Committee may designate
a Chair by the majority vote of the full Committee membership.
 
 **MEETINGS**
 
 The
Committee shall meet at least four times annually, or more frequently as
circumstances dictate. A record of the Committee's proceedings will be kept. As
part of its job to foster open communication, the Committee shall meet at least
annually with the Board of Directors, each of management and the independent
auditors in separate sessions to discuss any matters that the Committee or each
of these groups believe should be discussed. The Committee shall meet in
executive session periodically.
 
 **RESPONSIBILITIES
AND DUTIES**
 
 **General**
 
 The
Committee shall:
 
 1.  Oversee
the financial reporting process and internal control systems of the
Corporation.
 
 2.  Oversee
the independent audit function of the Corporation.
 
 3.  Oversee
the annual and quarterly consolidated financial statements of the Corporation to
ensure that they are prepared in accordance with the generally accepted
accounting principles of the United States ("GAAP").
 
 4.  Oversee
and supervise special investigations.
 
 5.  Appoint,
retain, compensate and oversee the independent auditors and annually evaluate
their independence.
 
 6.  Review
and reassess the adequacy of this Charter as conditions dictate, but no less
than once per year, and update this Charter if and when appropriate. Submit the
Charter to the Board of Directors for approval and have the document published
at least once every three years in accordance with SEC regulations.
 
 7.  Take the
appropriate actions to set the overall corporate "tone" for quality financial
reporting, sound business risk practices, and ethical behavior.
 
 8.  Report to
the Board of Directors periodically.
 
 9.  Maintain
and approve minutes of each meeting of the Committee.
 
 10.  Perform a
self-assessment to evaluate the Committee's effectiveness.
   
 **Internal
Controls**
 
 The
Committee shall:
 
 1.  Discuss
with management and the independent auditors the status of internal control
recommendations made by the independent auditors. Review management's
responses.
 
 2.  Discuss
with management and the independent auditors the adequacy and effectiveness of
the Corporation's and its subsidiaries' accounting and financial controls,
including the Corporation's and its subsidiaries' policies and procedures to
assess, monitor, and manage business risk, and legal and ethical compliance
programs (e.g., the Corporation's Code of Conduct).
 
 3.  Review
management's assertion on its assessment of the effectiveness of internal
controls as of the end of the most recent fiscal year and the independent
auditors' report on management's assertion.
 
 **Independent
Auditors**
 
 The
Committee shall:
 
 1.  Have the
sole authority and be directly responsible to appoint (including the authority
to retain and/or terminate), compensate, and oversee the work of any independent
auditors engaged by the Corporation for the purpose of preparing or issuing an
audit report or related work, including resolution of disagreements between
management and the independent auditors regarding financial reporting. The
Committee shall have the ultimate authority to approve all audit engagement fees
and terms.
 
 2.  Shall
discuss with the independent auditors the overall scope and plans for their
respective audits, including the adequacy of staffing and
compensation.
 
 3.  Pre-approve
all audit, audit-related and non-audit services to be provided by the
independent auditors and adopt and implement policies for such pre-approval.
Independent auditors shall not be engaged to perform specific non-audit services
proscribed by law or regulation. The Committee may delegate pre-approval
authority to a member of the Committee. The decisions of any Committee member to
whom pre-approval authority is delegated must be presented to the full Audit
Committee at its next scheduled meeting.
 
 4.  At least
annually, obtain and review a report by the independent auditors describing: (1)
the firm's internal quality control procedures; (2) any material issues raised
by the most recent internal quality control review, or peer review, of the firm,
or by any inquiry or investigation by governmental or professional authorities,
within the preceding five years, respecting one or more independent audits
carried out by the firm, and any steps taken to deal with any issues; and (3)
obtain a formal written statement identifying all relationships between the
independent auditors and the Corporation. The Committee shall review and discuss
with the independent auditors all relationships the auditors have with the
Corporation to determine the auditors' independence and objectivity, take
appropriate action to oversee the independence of the independent auditors and
recommend to the Board of Directors any proposed discharge if the Committee
determines the auditors are not appropriately independent.
 
 5.  Set clear
recruitment policies for employees or former employees of the independent
auditors that meet the Sarbanes-Oxley Act of 2002, SEC regulations and the
NASDAQ Stock Market ("Nasdaq") listing standards.
 
 6.  Review
the performance of the independent auditors and consider the discharge of the
independent auditors when circumstances warrant.
 
 7.  Periodically
consult with the independent auditors without the presence of management about
internal controls and the completeness and accuracy of the Corporation's
consolidated financial statements.
 
 8.  Review
and receive regular reports from the independent auditors on all critical
policies and practices of the Corporation and its subsidiaries, all alternative
treatments of financial information under GAAP that have been discussed with
management, including the ramifications of the use of such alternative
treatments and disclosures and the treatment preferred by the independent
auditors, and all other material written communication between the independent
auditors and the management of the Corporation.
 
 9.  Determine
the funding necessary for compensation of any independent auditors and notify
the Corporation of anticipated funding needs of the Committee.
   
 
 **Financial
Reporting**
 
 The
Committee shall:
 
 1.  Review
and discuss earnings press releases, as well as financial information and
earnings guidance provided to analysts and rating agencies.
 
 2.  Prior to
filing, review with management and the independent auditors the interim
consolidated financial statements and disclosures to be included in the
Corporation's Quarterly Report on Form 10-QSB. Also, the Committee shall discuss
the results of the quarterly review and any other matters required to be
communicated to the Committee by the independent auditors under GAAP. The chair
of the Committee may represent the entire Committee for the purposes of this
review.
 
 3.  Prior to
filing, review with management and the independent auditors the consolidated
financial statements and related disclosures to be included in the Corporation's
Annual Report on Form 10-KSB or other public distribution, including their
judgment about the quality, not just the acceptability, of accounting
principles, the reasonableness of significant judgments, and the clarity of the
disclosures in the consolidated financial statements. Also, the Committee shall
discuss the results of the annual audit and any other matters required to be
communicated to the Committee by the independent auditors under GAAP. After such
review and discussion, the Committee shall recommend to the Board of Directors
whether such financial statements should be published in the Corporation's
10-KSB or other public distribution.
 
 4.  Consider
the independent auditors' judgments about the quality and appropriateness of the
Corporation and its subsidiaries' accounting principles and policies and
estimates as applied in its consolidated financial reporting and consider and
approve, if appropriate, material changes to the Corporation's auditing and
accounting principles and practices as suggested by the independent auditors or
management. Inquire, at least annually, of the Corporation's independent
auditors as to whether the independent auditors have any concerns relative to
the quality or aggressiveness of the Corporation's accounting
policies.
 
 5.  Establish
regular and separate systems of reporting to the Committee by each of management
and the independent auditors regarding any significant judgments made in
management's preparation of the consolidated financial statements and the view
of each as to appropriateness of such judgments. Review any significant
disagreement among management and the independent auditors in connection with
the preparation of the consolidated financial statements.
 
 6.  Following
completion of the annual audit, review separately with each of management and
the independent auditors any significant difficulties encountered during the
course of the audit, including any restrictions on the scope of work or access
to required information.
 
 7.  Review
with the independent auditors and management the extent to which changes or
improvements in financial or accounting practices, as approved by the Committee,
have been implemented. (This review should be conducted at an appropriate time
subsequent to implementation of changes or improvements, as decided by the
Committee).
 
 8.  Review
and discuss with management and the independent auditors any material financial
or non-financial arrangements of the Corporation that do not appear in the
consolidated financial statements.
   
 
 **Ethical
and Legal Communication and Compliance**
 
 The
Committee shall:
 
 1.  Review
with the Corporation's counsel: (a) legal compliance matters including corporate
securities trading policies; and (b) any legal matter that could have a
significant impact on the Corporation's consolidated financial
statements.
 
 2.  Determine
funding necessary for ordinary administrative expenses of the Committee and for
compensation of any outside advisors to be engaged by the Committee and notify
the Corporation of anticipated funding needs of the Committee.
 
 3.  Review
the system for monitoring the Corporation's compliance with laws and regulations
and the results of management's investigation of, and action taken in connection
with, fraudulent acts and accounting irregularities.
 
 4.  Establish
a process for (a) the receipt, retention and treatment of complaints or concerns
regarding accounting, internal controls or auditing matters and (b) the
confidential and anonymous submission by the Corporation's employees of concerns
regarding questionable accounting or auditing matters to an independent
representative. Establish a process for the evaluation, investigation and
resolution of concerns relating to accounting, internal controls or auditing
matters that may be questionable.
 
 5.  Ensure,
when required by law for the first fiscal year ending after December 31, 2004,
that the Corporation's chief executive officer and chief financial officer
submit to the Committee prior to the filing of the Form 10-K, a report
evaluating the design and operation of Corporation's internal control over
financial reporting and disclosing (a) any significant deficiencies discovered
in the design and operation of the internal controls over financial reporting
which could adversely affect the Corporation's ability to record, process,
summarize, and report financial data; and (b) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Corporation's internal controls over financial reporting. The
Committee shall direct the actions to be taken and/or make recommendations to
the Board of Directors of actions to be taken to the extent such report
indicates the finding of any significant deficiencies in internal controls over
financial reporting or fraud.
 
 6.  Investigate
any allegations that any officer or director of the Corporation, or any other
person acting under the direction of such person, took any action to
fraudulently influence, coerce, manipulate or mislead any independent public or
certified auditor engaged in the performance of an audit of the financial
statements of the Corporation for the purpose of rendering such financial
statements materially misleading and, if such allegations prove to be correct,
take or recommend to the Board appropriate disciplinary action.
 
 7.  When and
where appropriate, ask the Corporation's general counsel and outside counsel to
meet with the Committee. Matters that may have a significant impact on the
financial statements will be reviewed.
 
 8.  Engage
outside advisors, including but not limited to counsel, independent audit
consultants and/or other experts, as needed, to review any matter under its
responsibility.
 
 **Annual
Proxy Statement Disclosure**
 
 The
Committee shall:
 
 1.  Prepare a
written Audit Committee Report to be included in the Corporation's annual proxy
statement for each annual meeting of the Corporation's stockholders, in
accordance with SEC regulations (as may be modified or supplemented from time to
time).
 
 2.  Prepare
the disclosure regarding the Committee's pre-approval policies and procedures
regarding the services of the independent auditors.
 
 3.  Prepare
and/or review the Corporation's disclosure regarding the fees paid to the
independent auditors.
 
 4.  Prepare
and/or review any other information required to be disclosed pursuant to the SEC
regulations.
   
  **Other
Audit Committee Responsibilities**
 
 The Audit
Committee shall:
 
 1.  Comply
with all regulations of the Regulatory Bodies as they relate to disclosures and
corporate governance.
 
 2.  Instruct
the Corporation's management to disclose in its Form 10-KSB and Proxy Statement
the approval of the Committee of any non-audit services performed by the
independent auditors and will review the substance of such disclosure.
 
 3.  Review
all related party transactions for potential conflict of interest situations on
an ongoing basis and approve all such transactions, as appropriate.
 
 4.  Perform
any other activities consistent with this Charter, the Corporation's Bylaws and
governing law, as the Committee or the Board of Directors deems necessary or
appropriate.