Exhibit 6.1

                            DataMirror Corporation

                            Audit Committee Charter



A. Mandate and Authority

This Charter governs the operations of the audit committee. The committee
shall provide assistance to the board of directors in fulfilling their
oversight responsibility to the shareholders, potential shareholders, the
investment community, and others relating to the Company's financial
statements and the financial reporting process, the systems of internal
accounting and financial controls, the internal audit function, the annual
independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the board and
as required by applicable law. In so doing, it is the responsibility of the
committee to maintain free and open communication between the committee,
independent auditors, the internal auditors, and management of the Company. In
discharging its oversight role, the committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities, and personnel of the Company. The committee shall have the
authority to engage independent counsel and other advisors, as it determines
necessary to carry out its duties. The Company shall provide appropriate
funding for the committee as approved by the board of directors.


B. Organization

The committee shall be appointed by the board of directors and shall comprise
at least three directors, each of whom are independent of management and the
Company. Members of the committee shall be considered independent if they have
no relationship that may interfere with the exercise of independence from
management and the Company and if they meet all criteria required by
applicable laws. No member of the committee may, other than in his capacity as
a member of the committee, the board of directors or any other board
committee, accept any consulting, advisory or other compensatory fee from the
Company. All committee members shall be financially literate. The board of
directors shall determine which members of the committee are independent and
which members of the committee are "audit committee financial experts." In
making such determinations the committee shall be entitled to seek and rely on
the advice of counsel with respect to the applicable rules and laws. The
Company is responsible for providing the committee with educational resources
related to accounting principles and procedures, current accounting topics
pertinent to the Company and other material as may be requested by the
committee and as required by applicable law. The Company shall assist the
committee in maintaining appropriate financial literacy.

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C. Responsibilities

The primary responsibility of the committee is to oversee the Company's
financial reporting process on behalf of the board and report the results of
their activities to the board. Management is responsible for preparing the
Company's financial statements, and the independent auditors are responsible
for auditing those financial statements.

The committee, in carrying out its responsibilities, believes its policies and
procedures should remain flexible, in order to best react to changing
conditions and circumstances. The committee should take appropriate actions to
set the overall corporate "tone" for quality financial reporting, sound
business risk practices, and ethical behaviour.

The following shall be the principal recurring processes of the committee in
carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the committee may supplement or amend them
as appropriate.

The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately accountable
to the board and the committee, as representatives of the Company's
shareholders. The committee shall be directly responsible for the appointment,
compensation, retention and oversight of the work of any accounting firm
engaged for the purpose of preparing or issuing an audit report or related
work or performing other audit, review or attest services for the Company, and
the accounting firm must report directly to the committee. The committee shall
have the ultimate authority and responsibility to evaluate and, where
appropriate, recommend the replacement of the independent auditors. The
committee shall discuss with the auditors their independence from management
and the Company, including matters in the written disclosures required by the
Independence Standards Board, and shall consider the compatibility of
non-audit services with the auditor's independence and in accordance with
applicable laws. Annually, the committee shall review and recommend to the
board the selection of the Company's independent auditors, subject to
shareholders' approval.

The committee shall discuss with the internal auditors and the independent
auditors the overall scope and plans for their respective audits, including
the adequacy of staffing and compensation. Also, the committee shall discuss
with management, the internal auditors, and the independent auditors the
adequacy and effectiveness of the accounting and financial controls, including
the Company's system to monitor and manage business risk, and legal and
ethical compliance programs, including the Company's Employee Conduct Policy.
Further, the committee shall meet separately with the internal auditors and
the independent auditors, with and without management present, to discuss the
results of their examinations and will provide sufficient opportunity for the
internal auditors and the independent auditors to meet privately with members
of the committee.

The committee shall pre-approve all services provided by the outside auditor.
The committee may establish policies and procedures for pre-approval provided
they are consistent with applicable laws, detailed as to the particular
service, and designed to safeguard the continued independence of the outside
auditor.

The committee shall review the interim financial statements and the management
discussion and analysis of those statements with management prior to the
release of the statements. The committee shall review with management and the
independent auditors the financial statements to be included in the Company's
Annual Report, including their judgment about the quality, not just the
acceptability, of accounting principles, the reasonableness of significant
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judgments, and the clarity of the disclosures in the 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 generally accepted auditing standards. The committee shall
review the earnings press releases and earnings guidance with management. The
committee shall review the Annual Information Form and any other financial
disclosure document required by applicable law.

The committee shall deal with complaints (including anonymous complaints)
regarding accounting, internal accounting controls or auditing matters
received through the complaints process established by the Company and shall
have the power to investigate, seek advice on, and recommend appropriate
responses to the board of directors.

The committee shall review and reassess this Charter and evaluate the
committee's effectiveness in fulfilling its mandate on a regular basis and as
required by applicable law and shall obtain the approval of the board of
directors for any changes.


D. Meetings

The committee shall meet at least four times each year and at such other times
as it deems necessary to fulfill its responsibilities. Meetings of the
committee may be called by any member of the committee, by the CEO, by the
CFO, or by the Chairman of the board of directors. Notice of meetings may be
given by any reasonable means including the scheduling of regular meetings at
the preceding meeting of the committee or board of directors. Quorum for a
meeting of the committee shall be a majority of the members. Meetings shall be
chaired by the Chairman of the committee who shall be appointed by the board
of directors. If the Chairman cannot attend a meeting, the members present
shall elect a Chairman for the meeting. The Chairman shall also act as
Secretary to the meeting. Minutes of meetings shall be recorded and maintained
in accordance with applicable law.