M & A WEST, INC.
                             AUDIT COMMITTEE CHARTER

The audit  committee  is a  committee  of the board of  directors.  Its  primary
function is to assist the board in fulfilling its oversight  responsibilities by
reviewing the financial  information  which will be provided to the shareholders
and others,  the systems of internal  controls which management and the board of
directors  have  established,  the audit  process,  reviewing  all related party
transactions and performing  background  reviews of all persons or organizations
performing  shareholder relations or providing public relation functions for the
company.

In meeting its responsibilities, the audit committee is expected to:

1.   Provide an open avenue of  communication  between the  internal  accounting
     staff, the independent accountant, and the board of directors.

2.   Review and update the committee's charter annually.

3.   Recommend  to the board of  directors  the  independent  accountants  to be
     nominated,  approve the  compensation  of the independent  accountant,  and
     review and approve the discharge of the independent accountants.

4.   Review  and  concur  in  the  appointment,  replacement,  reassignment,  or
     dismissal of the director of all senior accounting personnel.

5.   Confirm  and  assure  the  independence  of the  internal  auditor  and the
     independent  accountant,   including  a  review  of  management  consulting
     services and related fees provided by the independent accountant.

6.   Inquire of management, the senior accounting personnel, and the independent
     accountant  about  significant  risks or  exposures  and  assess  the steps
     management has taken to minimize such risk to the company.

7.   Consider,  in consultation  with the  independent  accountant and the chief
     financial  officer  and/or  controller,  the  audit  scope  and plan of the
     internal auditors and the independent accountant.

8.   Consider with management and the  independent  accountant the rationale for
     employing audit firms other than the principal independent accountant.

9.   Review  with  the  chief  financial   officer  and/or  controller  and  the
     independent   accountant  the   coordination  of  audit  effort  to  assure
     completeness of coverage, reduction of redundant efforts, and the effective
     use of audit resources.

10.  Consider and review with the independent accountant and the chief financial
     officer and/or controller:

     (a)  The adequacy of the company's internal controls including computerized
          information system controls and security.

     (b)  Any  related   significant   findings  and   recommendations   of  the
          independent  accountant and the chief financial  officer together with
          management's responses thereto.

11.  Review with management and the independent  accountant at the completion of
     the annual examination:

     (a)  The company's annual financial statements and related footnotes.

     (b)  The independent accountant's audit of the financial statements and his
          or her report thereon.

     (c)  Any significant changes required in the independent accountant's audit
          plan.

     (d)  Any serious  difficulties  or  disputes  with  management  encountered
          during the course of the audit.

     (e)  Other  matters  related to the  conduct  of the audit  which are to be
          communicated  to  the  committee  under  generally  accepted  auditing
          standards.
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12.  Consider and review with management:

     (a)  Significant  findings  during  the  year  and  management's  responses
          thereto.

     (b)  Any difficulties  encountered in the course of their audits, including
          any  restrictions  on the scope of their  work or  access to  required
          information.

     (c)  Any changes required in the planned scope of their audit plan.

     (d)  Whether a internal auditing department will be needed.

13.  Review filings with the SEC and other  published  documents  containing the
     company's  financial   statements  and  consider  whether  the  information
     contained in these documents is consistent  with the information  contained
     in the financial statements.

14.  Review  with  management  and  the  independent  accountant,   the  interim
     financial report before it is filed with the SEC or other regulators.

15.  Review policies and procedures with respect to officers'  expense  accounts
     and perquisites,  including their use of corporate assets, and consider the
     results  of any  review  of these  areas  by the  internal  auditor  or the
     independent accountant.

16.  Review with  management and the  independent  accountant the results of the
     independent  accountants review of the company's monitoring compliance with
     the company's code of conduct.

17.  Review legal and regulatory  matters that may have a material impact on the
     financial statements, related company compliance policies, and programs and
     reports received from regulators.

18.  Meet with the independent accountant,  and management in separate executive
     sessions to discuss any matters that the committee or these groups  believe
     should be discussed privately with the audit committee.

19.  Report   committee   actions   to  the   board  of   directors   with  such
     recommendations as the committee may deem appropriate.

20.  Review all transactions  between the Company and any related party. Related
     parties  include  but  are  not  limited  to all  officers  and  directors,
     including  their  spouses or  relatives,  all five  percent (5%) or greater
     shareholders including their spouses and affiliates.

21.  Review all contracts with persons or entities who are to be retained by the
     company  to assist in  inventor  relations  and/or  public  relations.  The
     committee is specifically authorized to employ investigators,  attorneys or
     other third parties to assist them in these matters.

22.  Prepare a letter for  inclusion  in the annual  report that  describes  the
     committee's composition and responsibilities, and how they were discharged.

23.  The  audit   committee  shall  have  the  power  to  conduct  or  authorize
     investigations   into  any  matters   within  the   committee's   scope  of
     responsibilities.  The committee  shall be empowered to retain  independent
     counsel,  accountants,  or  others  to  assist  it in  the  conduct  of any
     investigation.

24.  The committee shall meet at least four times per year or more frequently as
     circumstances  require.  The  committee  may ask members of  management  or
     others  to  attend  the  meeting  and  provide  pertinent   information  as
     necessary.

25.  The  committee  will perform  such other  functions as assigned by law, the
     company's charter or bylaws, or the board of directors.

The  membership  of  the  audit  committee  shall  consist  of  at  least  three
independent  members of the board of directors each having  financial acumen who
shall serve at the pleasure of the board of directors.  Audit committee  members
and the  committee  chairman  shall be designated by the full board of directors
upon the recommendation of the nominating committee.

The  duties  and  responsibilities  of a member  of the audit  committee  are in
addition to those duties set out for a member of the board of directors.