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.


                              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 be
directly responsible for the resolution of disagreements between management and
the external auditor regarding financial reporting. 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,

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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 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 before the Company publicly discloses this information. The
committee shall review the Annual Information Form and any other financial
disclosure document required by applicable law.

The committee shall establish procedures for the receipt, retention and
treatment of 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 establish procedures for the confidential,
anonymous submission by employees of the issuer of concerns regarding
questionable accounting or auditing matters.

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.

The committee shall satisfy itself that adequate procedures are in place for
the review of the issuer's public disclosure of financial information extracted
or derived from the issuer's financial statements and shall periodically review
the adequacy of those procedures.

The committee shall review and approve the issuer's hiring policies regarding
partners, employees and former partners and employees of the present and former
external auditor of the Company.

For greater certainty, the committee shall be responsible for the specific
responsibilities set out in Multilateral Instrument 52-110 Audit Committees as
such responsibilities may be amended from time to time.


                                  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.