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Exhibit 15.3

MAMMA.COM, INC.

AUDIT
AND FINANCE COMMITTEE CHARTER

|I. | PURPOSE
|-- | -------

The Audit
Committee (the Committee) of Mamma.com, Inc. (the Company) is appointed by,
and generally acts on behalf of, the Board of Directors (the Board) of the
Company. The Board has determined to establish the governing principles of the
Committee through the adoption of this Charter. The Committees principal
purposes shall be:

|(i)   | to
      assist the Board in its oversight of (a) the integrity of the Companys
      financial statements; (b) the Companys compliance with legal and
      regulatory requirements; (c) the Companys Internal Controls (as defined
      in Section III.C.1.) and (d) the performance of the Companys internal
      audit function;                                                                                             
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  | to
      interact directly with and evaluate the performance of the independent
      auditors, including determining whether to engage or dismiss the
      independent auditors, to approve their compensation, and to monitor the
      independent auditors qualifications and independence;                                                                                                                                      
|     
|(iii) | to
      prepare all reports required by the rules of the Securities and Exchange
      Commission (the SEC) and/or the Ontario Securities Commission (the
      OSC) required to be filed by an audit committee in the Companys
      reports, schedules and other public disclosure documents, filed or
      furnished to the SEC and/or OSC including the report required to be
      included in the Companys Form 20-F; and
|     
|(iv)  | to perform such other duties and take such other actions as may be
      required of an Audit Committee by the SEC, OSC or the NASDAQ Stock Market
      (Nasdaq).                                                                                                                                                                                                                                                                   
|     

With respect
to financial reporting, and compliance with laws and regulations, management is
primarily responsible for the Companys reporting process and the system of
Internal Controls. Management is responsible for the completeness and accuracy
of the Companys financial statements and the fair presentation of the financial
condition, results of operations and cash flows of the Company. Management is
also primarily responsible for assuring compliance with applicable laws and
regulations and with the Companys Code of Business Ethics. The independent
auditors are responsible for performing an independent audit of the Companys
consolidated financial statements in accordance with generally accepted auditing
standards and expressing an opinion on the conformity of those audited financial
statements in accordance with generally accepted accounting principles (GAAP).
If and when required by applicable law, the independent auditors also shall
provide an attestation report on management's assessment of internal control
over financial reporting in accordance with Rule 2-02(f) of Regulation S-X
promulgated by the SEC. Consistent with the specific duties of the Committee
listed below, it is the responsibility of the Committee, working in conjunction
with management and the independent auditors, to oversee and monitor these
policies and procedures in a manner that achieves their objectives.

150

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In discharging its role, the Committee is empowered to investigate any matter that comes to its attention and shall have access to all books, records, facilities and personnel of the Company. The
Committee has the power to retain legal counsel, auditors or other experts as it determines appropriate to carry out its role and responsibilities and shall be provided adequate funding from the Company to engage such advisors and for the
administration of the Committee's affairs. The Company shall compensate the independent auditor for its audit, review and attest services as determined and directed by the Committee.

The Committee shall report regularly to the Board on the Committee's activities, including all actions taken by the Committee on behalf of the Company and on any material issues that arise with
respect to the quality or integrity of the Company's financial statements, the performance and independence of the independent auditor, the performance of the internal audit function, the Company's compliance with legal or regulatory requirements
and the adequacy of and compliance with the Company's codes of conduct, and any other matters the Committee deems appropriate or the Board requests. The Committee shall report to the Board at least annually on its expenses, including the
compensation of the independent auditor, or more frequently as the Board requests.

|II. | MEMBERSHIP AND ORGANIZATION OF COMMITTEE
|--- | ----------------------------------------
|   
|A.  | Size of Committee                       
|   

The Committee shall consist of three (3) or more members of the Board, as shall be determined by the Board, each of whom shall have been determined by the Board to be "independent" in accordance
with the applicable listing standards of NASDAQ and the rules promulgated by the SEC and OSC as described below.



|B.     Member Qualifications
|----------------------------

|1. | Each of the members of the Committee shall meet the independence and experience requirements of Nasdaq, the SEC, the OSC and all other applicable securities laws, including the additional audit
committee independence requirements set forth in Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, including Rule 10A-3.                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Each member of the Committee must be able to read and understand financial statements, including the Companys balance sheet, income statement and cash flow statement at the time of his or
her appointment to the Committee. At least one (1) member shall be a financial expert with the education and past employment experience necessary for compliance with the audit committee composition requirements of NASDAQ, the SEC and the OSC. To the
extent possible, at least one (1) member shall be an audit committee financial expert as that term is defined by the SEC.
|  
|3. | Generally, no member of the Committee may serve simultaneously on the audit committees of more than three (3) public companies without a specific Board determination that such simultaneous
service will not impair the ability of such Committee member to serve on the Committee.                                                                                                                                                                                                                                                                                              
|  



151

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|4. | No
      member of the Committee may have participated in the preparation of the
      financial statements of the Company or any current subsidiary of the
      Company in the three (3) years immediately preceding such service.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

|C. | Appointment
|-- | -----------
|  

The members
of the Committee shall be appointed by the Board. The Committee shall designate
one (1) member of the Committee to serve as Chairperson. If the Chairperson is
absent from a meeting, another member of the Committee may act as Chairperson.

|D. | Term; Vacancies; Removal
|-- | ------------------------
|  

Members of
the Committee will be appointed for one (1) year terms and shall serve until
their resignation, retirement, or removal by the Board or until their successors
shall be appointed. The Board may fill vacancies on the Committee and remove a
member of the Committee at any time with or without cause.

|III. | MEETINGS OF THE COMMITTEE
|---- | -------------------------
|    
|A.   | Frequency and Quorum     
|    

The
Committee shall meet when, where and as often as it may deem necessary and
appropriate in its judgment, but in no event less than four (4) times per year,
either in person or telephonically. At least half or 50% of the members of the
Committee shall constitute a quorum. The Executive Chairman of the Board, the
Chief Executive Officer, the Chief Financial Officer or any Committee member
shall have the right to call a special meeting of the Committee.

|B. | Attendees; Executive Sessions
|-- | -----------------------------
|  

|1. | The
      Committee may request that any directors, officers or employees of the
      Company, or other persons whose advice and counsel are sought by the
      Committee, attend any meeting to provide such information as the Committee
      requests.                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | The
      Committee shall meet with the independent auditors, the senior member of
      the Companys internal audit department, and management in separate
      meetings as often as it deems necessary and appropriate in its
      judgment.                                                                                                                                                                                             
|  
|3. | The
      Committee's meetings shall include, on at least a quarterly basis, an
      executive session with the independent auditor to provide the opportunity
      for full and frank discussion of the Company's financial reporting, and
      otherwise to discuss any other matter the Committee deems necessary and
      appropriate, without any member of senior management or other director who
      is not independent present.
|  

152

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|C. | Conduct of Meetings
|-- | -------------------
|  

The
Committee shall fix its own rules of procedure, which shall be consistent with
the Bylaws of the Company and this Charter.

|D. | Minutes
|-- | -------
|  

The
Executive Vice-President and Chief Financial Officer of the Corporation shall
act as Secretary of the Committee unless another secretary is named by the
Committee. The Secretary of the Committee shall keep written minutes of
Committee meetings, which minutes shall be maintained with the books and records
of the Company.

|E. | Delegation of Authority
|-- | -----------------------
|  

The
Committee may delegate authority to one or more members of the Committee when
appropriate, but no such delegation shall be permitted if the authority is
required by law, regulation or listing standard to be exercised by the Committee
as a whole. The Committee may form, and delegate any of its responsibilities to,
a subcommittee comprised solely of one or more members of the Committee. The
Committee shall not delegate any of the functions herein provided to be
performed by it to the Companys management.

|III. | RESPONSIBILITIES AND DUTIES OF THE COMMITTEE
|---- | --------------------------------------------
|    

The
Committee's role is one of oversight. The Committee's primary responsibility
relates to the Company's financial reporting and its other responsibilities and
functions as stated herein, while important in their own right, are ancillary to
the accurate and complete presentation of the Company's financial position and
prospects. The Company's management is responsible for preparing the Company's
financial statements, for assuring the Company's compliance with its legal and
regulatory obligations and for the adherence by Company personnel with the
Company's business policies and codes of conduct. The Company's independent
auditor is responsible for auditing the Company's financial statements and, if
and when required by applicable law, assessing the adequacy of the Company's
internal controls.

The
Company's management and independent auditor have more knowledge and detailed
information about the Company, greater expertise in financial reporting,
internal control matters, the legal and regulatory obligations of the Company
and a greater opportunity to analyze financial reporting issues facing the
Company than do Committee members. Consequently, in carrying out its oversight
responsibilities, the Committee does not provide any expert or special assurance
as to the Company's financial statements, internal controls, legal compliance or
adherence to its codes of conduct and business policies, or any professional
certification as to the independent auditor's work. The following functions of
the Committee are specified as a guide, with the understanding that the
Committee will exercise its judgment in determining the specific activities the
Committee may undertake at any time and in its activities may diverge from this
guide as appropriate given the circumstances. The Committee is authorized to
carry out these and such other functions and responsibilities as are assigned by
the Board from time to time and to take any actions reasonably related to the
Committee's responsibilities as mandated by this Charter or applicable
law.

153

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|A. |  | Retention of
      Independent Auditors and Oversight
|-- |  | -----------------------------------------------------
|  
|1. |  | General                                              

In
connection with its role in the retention and oversight of the Companys
independent auditors, the Committee shall:

|(i)   | appoint and, if appropriate, dismiss the accounting firm
      which shall audit the Company's annual financial statements and any other
      accounting firm which shall provide to the Company any other audit, attest
      or review services (each of which shall be considered an "independent
      auditor" for purposes of this Charter), and evaluate the performance,
      determine the compensation and oversee the work of the independent
      auditors. The independent auditors shall report directly to the Committee
      and the Committee shall resolve any disagreement between management and
      the independent auditors regarding financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  | receive directly all reports of independent auditors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     
|(iii) | determine the appropriate funding required for payment of
      compensation to the independent auditors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|(iv)  | review and approve any auditing and non-auditing services to
      be provided by the Company's independent auditors, including the adoption
      by the Committee of any policies and procedures detailing services which
      the independent auditors are permitted to provide to the Company without
      specific advance approval by the Committee (of which services the
      Committee shall be informed at its next meeting), provided that the
      independent auditors may provide otherwise permissible non-audit services
      without pre- approval to the extent such services do not aggregate more
      than five percent of the total revenues paid by the Company to the
      independent auditor in the fiscal year such services are provided, such
      services were not recognized as non-audit services at the time of the
      independent auditor's engagement, and such services are promptly brought
      to the attention of the Committee and approved by the Committee prior to
      the completion of the audit). The Committee may delegate to one or more of
      its members the authority to grant pre-approvals for the performance of
      non-audit services, and any such Committee member who pre-approves a
      non-audit service shall report the pre approval to the full Committee at
      its next scheduled meeting. The Committee shall periodically notify the
      Board of their approvals;
|     
|(v)   | Appoint and retain legal counsel or other experts determined
      to be necessary by Committee in order to carry out its duties; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     
|(vi)  | Prior to the audit, the Committee shall meet with the
      independent auditors to discuss the planning and staffing of the
      audit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     

154

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|2. | Oversight of Independence and Qualifications of Independent
      Auditors
|-- | --------------------------------------------------------------------------
|  

In
connection with the oversight of independence of the Company's independent
auditors, the Committee shall on an annual basis or more frequently as it shall
deem necessary and proper:

|(i)   | receive and review a formal written statement from the
      accounting firm to be retained as the Company's independent auditor
      delineating all relationships between the accounting firm and the Company
      (consistent with Independence Standards Board Standard No. 1 and any
      additional or successor standard established by the Public Company
      Accounting Oversight Board) and also delineating any services the
      accounting firm has provided to the Company's Chief Executive or Chief
      Financial Officer, and actively engage in a dialogue with such accounting
      firm with respect to any disclosed relationships or services that may
      impact the objectivity and independence of the such accounting firm and
      take appropriate action in response to the accounting firm's report to
      satisfy itself of the auditor's independence;
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  | consider whether, in the interest of assuring the continuing
      independence of the independent auditor, the Company should regularly
      rotate the accounting firm that serves as its independent auditor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|(iii) | in
      the interest of assuring the continuing independence of the auditor,
      ensure that the lead audit partner and audit review partner employed with
      the Companys independent auditor are rotated by the independent
      auditor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     
|(iv)  | obtain and review a report by the independent auditors
      describing: (a) the auditing firms internal quality-control procedures;
      and (b) 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 or a private
      sector regulatory board, within the preceding five (5) years, respecting
      one or more independent audits performed by the firm, and any steps taken
      to deal with any such issues; and                                                                                                                                                                                                                                                                                                                      
|     
|(v)   | after reviewing the reports from the independent auditors and
      the independent auditors work throughout the audit period, conduct an
      annual evaluation of the independent auditors performance and
      independence, including whether the independent auditors quality controls
      are adequate. In making its evaluation, the Committee shall take into
      account the opinions of management and the senior member of the Companys
      internal audit department. The Committee shall present its conclusions
      with respect to the evaluation of the independent auditors to the
      Board.                                                                                                                                                                                                                                                                      
|     
|(vi)  | discuss with the independent auditors any audit problems or
      difficulties, including any restrictions on the scope of the auditors
      activities or on access to requested information, and managements
      response to same and any other matters required to be brought to its
      attention under auditing standards; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     
|(vii) | set
      clear policies for the hiring by the Company of employees or former
      employees of the independent auditors so as to preserve the independence
      of the independent auditors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     

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|B. |  | Financial
      Reporting
|-- |  | -------------------------
|1. |  | General                  

In
connection with its oversight of the Companys financial reporting, the
Committee shall:

|(i)   | review and discuss with management and the independent
      auditor the Companys policies and procedures regarding disclosures that
      may impact the financial statements,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  | review and discuss with management and the independent
      auditor the adequacy of the Companys Internal Controls, as defined below,
      and any actions taken to address reportable or material control
      deficiencies;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     
|(iii) | review and discuss with management and the independent
      auditor financial statement presentation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|(iv)  | review and discuss with management, including the Chief
      Financial Officer, and the independent auditor: (a) any significant audit
      findings during the year, including the status of previous audit
      recommendations; (b) any audit problems or difficulties encountered in the
      course of the auditor's work, including any restrictions on the scope of
      activities or access to required information; (c) any changes required in
      the scope of the audit plan; (d) the audit budget and staffing; and (e)
      the coordination of audit efforts in order to monitor completeness of
      coverage, reduction of redundant efforts, and the effective use of audit
      resources;                                                                                                                                                                                                                                                     
|     
|(v)   | review and discuss with management and the independent
      auditor accounting policies that may be viewed as critical; review and
      discuss significant changes in Company accounting policies and any
      accounting and financial reporting proposals (including changes in
      generally accepted accounting principles) that may have a material impact
      on the Company's financial reports; inquire as to the independent
      auditor's view of the accounting treatment related to significant new
      Company transactions or other significant matters or events not in the
      ordinary course of the Company's business and inquire as to the
      independent auditor's views about whether Company accounting principles as
      applied are conservative, moderate, or aggressive from the perspective of
      income, asset, and liability recognition, and whether or not those
      principles reflect common or minority practices;
|     
|(vi)  | review and discuss with management and the independent
      auditor any financial or non- financial arrangements that do not appear in
      the financial statements of the Company but are material to the Company's
      financial position or performance; and review, discuss with management and
      the independent auditor, and approve, any transactions or courses of
      dealing with related parties (e.g., including significant shareholders of
      the Company, directors, corporate officers or other members of senior
      management or their family members) that are material in size or involve
      terms or other aspects that differ from those that would likely be
      negotiated with independent parties, as determined by the Committee to
      warrant review by the Committee;                                                                                                                                                  
|     
|(vii) | review and discuss with the independent auditor: (a) any
      accounting adjustments that were noted or proposed by the independent
      auditor but were "passed" (as immaterial or otherwise), (b) any
      communications between the audit team and the audit firm's national office
      respecting auditing or accounting issues presented by the engagement and
      (c) any                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     

156

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|       | "management" or "internal control" letter issued, or proposed
      to be issued, by the independent auditor to the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|(viii) | review and discuss with management, including the chief
      financial officer, and the independent auditor any significant risks or
      exposures to which the Company is subject and assess the Company's
      underlying policies with respect to risk assessment and risk management
      and the steps management has taken to minimize risks;                                                                                                                                                                                                                                                                                                                      
|      
|(ix)   | review and discuss with management and the independent
      auditor all alternative treatments of the Companys financial information,
      including the use of pro forma or adjusted non-GAAP information, the
      ramifications of the use of such alternative disclosures and treatments
      and the treatment preferred by the independent auditors;                                                                                                                                                                                                                                                                                                           
|      
|(x)    | review and discuss with management and the independent
      auditor any reports prepared by the independent auditors and provided to
      the Committee relating to significant financial reporting issues and
      judgments including, among other things, the Companys selection,
      application and disclosure of critical accounting principles and
      practices, all alternative assumptions, estimates or methods used by the
      independent auditors or that have been discussed with management and the
      effects, if any, such treatments have on the Companys financial
      statements and the treatment preferred by the independent auditors;
|      
|(xi)   | review and discuss with management and the independent
      auditor all special-purpose entities, off-balance sheet structures and
      all complex financing transactions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      
|(xii)  | review and discuss with management and the independent
      auditor any disagreements that may have occurred between the independent
      auditors and management relating to the Companys financial statements or
      disclosures; and                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      
|(xiii) | review and discuss with management and the independent
      auditor any correspondence with regulators or published reports that raise
      material issues with respect to, or that could have a significant effect
      on, the Companys financial statements; and                                                                                                                                                                                                                                                                                                                                                                                                      
|      
|(xiv)  | review and discuss with management and the independent
      auditor any other matters required to be discussed by applicable auditing
      standards, laws or regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      

|     
|-----
|2.   
|     
|     
|(i)  
|     
|(ii) 
|     
|(iii)
|     

157

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|(iv) | The
      Committee shall review and discuss with management and the independent
      auditors the annual audited financial statements to be included in the
      Companys annual report on Form 20-F or other filings, the Companys
      disclosures under Managements Discussion and Analysis of Financial
      Condition and Results of Operations, and any other financial disclosures
      prior to their release to determine that the independent auditors are
      satisfied with the disclosure and content of the financial statements to
      be presented;
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(v)  | The
      Committee shall recommend to the Board whether the audited financial
      statements should be included in the Companys Form 20-F.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    

|3. | Audit Committee Reports
|-- | -----------------------
|  

The
Committee shall prepare a report to be included in the Company's annual Form
20-F stating whether or not the Committee: (i) has reviewed and discussed the
Company's audited financial statements with management; (ii) has discussed with
the independent auditor the matters required to be discussed by SAS No. 61,
(Codification of Statements on Auditing Standards, AU Section 380) as may be
modified and supplemented; (iii) has received the written disclosures and letter
from the independent auditor required by Independence Standards Board Standard
No 1 (Independence Discussions with Audit Committees), as may be modified or
supplemented, and has discussed with such firm its independence; and (iv) based
on the review and discussions referred to above, the members of the Committee
have recommended to the Board that the audited financials be included in the
Company's Annual Report on Form 20-F for filing with the SEC and OSC.

|B. | Monitoring Compliance with Laws
|-- | -------------------------------
|  

The
Committee shall meet periodically with the senior members of the internal audit
department, and the Companys legal counsel, and, where appropriate, the
independent auditors, to review the Companys policies and procedures regarding
compliance with applicable laws and regulations and with the Companys Code of
Business Ethics. Specifically, the Committee shall, among other actions as it
deems appropriate, perform the following:

|(i)   | establish and maintain procedures for the receipt, retention
      and treatment of complaints regarding accounting, internal accounting
      controls or auditing matters, and the confidential, anonymous submission
      by employees of concerns regarding questionable accounting or auditing
      matters;                                                                                
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  | review periodically with legal counsel for the Company: (i)
      legal and regulatory matters that may have a material impact on the
      Company's financial statements and (ii) the scope and effectiveness of the
      Company's legal compliance policies and programs;                                                                                                                     
|     
|(iii) | receive and act upon any reports of a material violation of
      law received from legal counsel of the Company in accordance with the
      SEC's Rules of Practice, any reports from legal counsel appointed or
      retained, with the authorization of the Committee, to investigate any such
      report and any reports of legal counsel on any proceeding relating to such
      reports;
|     
|(iv)  | review periodically with management the adequacy of the
      Company's codes of conduct (including the Company's policies and
      procedures concerning trading in Company securities and use in trading of
      proprietary or confidential information) and the                                                                                                                              
|     

158

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|      | compliance therewith by Company personnel, and review and
      approve any waivers sought under such codes with respect to directors,
      executive officers and senior financial officers, but any waiver reviewed
      by the Committee shall be reported by the Committee to the Board, and
      approval of the Board as well shall be required for any such waiver to any
      officer who is a member of the Board;
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(v)   | review significant cases of conflict of interest, misconduct,
      or fraud under the codes of conduct of the Company and the resolution of
      such cases in accordance with applicable SEC or OSC rules and regulations
      and the Nasdaq listing standards;                                                                                                                                                           
|     
|(vi)  | review the Companys policies and processes for compliance
      with Canadian and foreign country export controls, laws and regulations;
      and                                                                                                                                                                                                                                                                            
|     
|(vii) | review the Companys policies and processes for compliance
      with the Foreign Corrupt Practices Act and the Federal Sentencing
      Guidelines.                                                                                                                                                                                                                                                                           
|     

|C. | Oversight of Disclosure Controls and Procedures and Internal
      Controls and Procedures
|-- | ------------------------------------------------------------------------------------------
|  

|(i) | The
      Committee shall oversee the Companys (a) disclosure controls and
      procedures, (b) internal control over financial reporting (as defined by
      the SEC), as well as (c) internal controls generally (collectively,
      Internal Controls). The Committee will review with the independent
      auditors, the Company's internal auditor, and its financial and accounting
      personnel, the adequacy and effectiveness of the Internal Controls of the
      Company. This review will include any recommendations for the improvement
      of such Internal Controls or particular areas where new or more detailed
      Internal Controls are desirable.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

|(ii)  | The
      Committee shall evaluate whether management is setting the appropriate
      example at the management level by communicating the importance of strong
      Internal Controls.    
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(iii) | The
      Committee shall evaluate the adequacy of such Internal Controls to expose
      any payments, transactions, or procedures that might be deemed illegal or
      otherwise improper.
|     

|D. | Oversight of Internal Audit
|-- | ---------------------------
|  

|(i)   | The
      Committee shall oversee the activities, organizational structure and
      qualifications of the internal audit department of the Company. The
      internal audit department shall report functionally to the Committee and
      administratively to the Companys Chief Financial Officer.                                                                                 
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  | A
      representative from the internal audit department shall attend Committee
      meetings and report, at least semi-annually, to the Committee on audit
      results for the period and the status of the audit schedule. Reports may
      be made at more frequent intervals if deemed necessary by the Committee or
      as may be requested by the internal audit department.
|     
|(iii) | The
      Committee shall review and approve the annual internal audit plan,
      objectives, schedules and any special projects undertaken by the internal
      audit department.                                                                                                                                                                                                     
|     

159

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|(iv)   | The
      Committee shall discuss with the internal audit department any changes to,
      and the implementation of, the internal audit plan and any special
      projects and discuss with the internal audit department the results of the
      internal audits and special projects.                                                                                                                                                                                                                                                                                                                     
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|(v)    | The
      Committee shall review any significant reports to management prepared by
      the internal audit department, managements responses and the status of
      any recommended corrective action. Particular emphasis will be given by
      the Committee to significant control deficiencies and actions taken by
      management to correct them.                                                                                                                                                                                                                                                  
|      
|(vi)   | The
      Committee shall discuss with the internal audit department any audit
      problems or difficulties, including any restrictions on the scope of the
      internal audit departments activities or on access to requested
      information, and managements response to same and any other matters
      required to be brought to its attention.                                                                                                                                                                                                                                                 
|      
|(vii)  | The
      Committee may request, either directly, through the Chief Financial
      Officer or the corporate controller, that the internal audit department
      perform special studies, investigations, or other services in matters of
      interest or concern to the Committee.                                                                                                                                                                                                                                                                                                                         
|      
|(viii) | The
      Committee shall review the effectiveness of the internal audit
      function.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      
|(ix)   | The
      Committee shall periodically review the structure and operation of the
      internal audit department to ensure that it provides for the independence,
      objectivity and authority of the internal audit function, and make
      recommendations thereto. The Committee shall ensure that the members of
      the internal audit department shall have unrestricted access to all of the
      Companys records, reports, personnel, and physical properties as may
      determined by the members of the internal audit department to be relevant
      to the performance of their audits.
|      
|(x)    | The
      Committee shall review and approve the appointment and replacement of the
      senior member of the Companys internal audit department.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      

|IV. | OTHER POWERS AND RESPONSIBILITIES
|--- | ---------------------------------
|   

|A. | Evaluations
|-- | -----------
|  

With the
assistance of the Corporate Governance Committee, the Committee shall annually
review and assess its own performance and the performance of each Committee
member and report to the Board the results of its evaluation. In conducting this
review, the Committee shall address matters that it considers relevant to its
performance, including at a minimum, the adequacy, appropriateness and quality
of the information and recommendations presented to the Board, the manner in
which they were discussed or debated, and whether the number and length of
meetings of the Committee were adequate for the Committee to complete its work
in a thorough and thoughtful manner.

|B. | Investigations
|-- | --------------
|  

|(i) | The
      Committee shall have the power to conduct or authorize investigations into
      any matters within the Committee's scope of responsibilities. The Chief
      Executive Officer, the Chief Financial Officer or the Secretary of the
      Company shall provide or arrange to provide such other information, data
      and services as the Committee may request. The
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

160

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|     | Committee shall conduct such interviews or discussions as it
      deems appropriate with personnel of the Company, and/or others whose views
      would be considered helpful to the Committee.                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(ii) | The
      Committee shall have the authority to obtain advice, counsel and
      assistance from internal and external legal, accounting and other advisors
      for any reason, including but not limited to in connection with any
      special investigations conducted or authorized by the Committee. The
      Company shall provide appropriate funding for the Committee to retain such
      advisors without requiring the Committee to seek Board approval.
|    

|C. | Risk Management
|-- | ---------------
|  

The
Committee shall discuss periodically with management the Companys policies and
guidelines regarding risk assessment and risk management, as well as the
Companys major financial risk exposures and steps management has taken to
monitor and control such exposures. The Committee also shall review the
Companys existing processes and policies with respect to risk assessment and
risk management.

|D. | Related-Party Transactions
|-- | --------------------------
|  

The
Committee shall review and approve all transactions between the Company (and its
subsidiaries) and its directors and executive officers.

|E. | Grievance Procedures
|-- | --------------------
|  

The
Committee shall establish procedures consistent with the Companys Whistleblower
Policy (i) for the receipt, retention, and treatment of complaints received by
the Company regarding accounting, internal accounting controls, or auditing
matters, and (ii) for the confidential, anonymous submission by Company
employees of concerns regarding questionable accounting or auditing matters.

|F. | Disputes with Management
|-- | ------------------------
|  

The
Committee shall resolve any significant disagreements between the independent
auditors and management, and between the internal audit department and
management.

161

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|G. | Revision of Charter
|-- | -------------------

The
Committee shall review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for its approval.

|H. | Reports
|-- | -------

The
Committee shall make regular reports to the Board on its activities, including
reviewing any issues that arise respecting the quality and integrity of the
Companys public reporting, the Companys compliance with legal and regulatory
requirements, the performance and independence of the Companys independent
auditors, the performance of the Companys internal audit department and the
effectiveness of the Companys Internal Controls.

|I. | Other Activities
|-- | ----------------

The
Committee may perform any other activities consistent with this Charter, the
Companys Articles of Incorporation, Bylaws, and governing law, as the Committee
or the Board deems necessary or appropriate including, without limitation, the
following:

|(i)   | Assisting the Board of Directors and the executive officers
      in determining the needs for (a) future distributions of securities of the
      (public financings); and (b) future private financings;                                                                                                                                                                                                                                                                                                                                  
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  | Assisting the Board of Directors in the fulfillment of its
      obligations related to contemplated capital investment, acquisitions,
      takeovers, joint ventures, consolidations, mergers, amalgamations or
      reorganizations;                                                                                                                                                                                                                                                                                                    
|     
|(iii) | Reviewing accounting and financial human resources and
      succession planning within the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|(iv)  | Reviewing any documents and agreements related to the above
      prior to their presentation to the Board of Directors for approval;                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|(v)   | Assisting the Board of Directors and the executive officers
      in determining the financial strategic planning;                                                                                                                                                                                                                                                                                                                                                                                                                          
|     
|(vi)  | Reviewing transactions (other than transactions which are
      reviewed by any other independent committee of the Board of Directors)
      between the Company and (a) any affiliates of the Company (other than
      entities controlled by the Company); and (b) any entity affiliated with an
      officer, director or employee. Such review will be conducted in order to
      ensure that such transactions are on a basis at least as favourable to the
      Company as could be obtained from an unaffiliated third party; and
|     
|(vii) | Review the documents and agreements related to (a) a capital
      investment (b) a distribution of securities of the Company (c) a private
      financing to the Company or (d) an acquisition, takeover, joint venture,
      consolidation, merger, amalgamation or reorganization of the Company prior
      to recommending their approval by the Board of Directors.                                                                                                                                                                 
|     

162

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|J. | Expenses
|-- | --------

The Company
will provide appropriate funding for ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its
duties.

163